Articles of Association

Artist.Ascend Commercial Limited

Subscriber Information

Fill in the subscriber details below. These will be included in the PDF. No signature is required - just your name will be used.

⚠️ Important: Companies House may reject articles that contain addresses in the main body, but subscriber information at the end typically requires an address. If you've been rejected before for "sensitive information," try leaving the address field blank and only include name and date.

Articles of Association

Artist.Ascend Commercial Limited

COMPANY DETAILS

Company Name: Artist.Ascend Commercial Limited Company Number: [To be inserted after incorporation] Note: The registered office address is NOT included in the articles. It is provided separately in the Companies House incorporation form.

ARTICLES OF ASSOCIATION

Interpretation

  1. In these articles:

- "the Act" means the Companies Act 2006

- "the articles" means the company's articles of association

- "chairman" has the meaning given in article 12

- "communication" means the same as in the Companies Act 2006

- "director" means a director of the company, and includes any person occupying the position of director, by whatever name called

- "document" includes, unless otherwise specified, any document sent or supplied in electronic form

- "electronic form" has the meaning given in section 1168 of the Companies Act 2006

- "member" has the meaning given in section 112 of the Companies Act 2006

- "ordinary resolution" has the meaning given in section 282 of the Companies Act 2006

- "paid" means paid or credited as paid

- "participate", in relation to a directors' meeting, has the meaning given in article 10

- "proxy notice" has the meaning given in article 38

- "special resolution" has the meaning given in section 283 of the Companies Act 2006

- "subsidiary" has the meaning given in section 1159 of the Companies Act 2006

- "writing" means the representation or reproduction of words, symbols or other information in a visible form by any method or combination of methods, whether sent or supplied in electronic form or otherwise

Unless the context otherwise requires, other words or expressions contained in these articles bear the same meaning as in the Act as in force at the date at which these articles become binding on the company.

Part 1: Model Articles for Private Companies Limited by Shares

The model articles for private companies limited by shares set out in Schedule 1 to the Companies (Model Articles) Regulations 2008 (SI 2008/3229) ("the Model Articles") shall apply to the company, except to the extent that they are modified or excluded by these articles.

Part 2: Directors' Powers and Responsibilities

Directors' General Authority

  1. Subject to the articles, the directors are responsible for the management of the company's business, for which purpose they may exercise all the powers of the company.

Shareholders' Reserve Powers

  1. The shareholders may, by special resolution, direct the directors to take, or refrain from taking, specific action.
  1. No such special resolution invalidates anything which the directors have done before the passing of the resolution.

Directors May Delegate

  1. Subject to the articles, the directors may delegate any of the powers which are conferred on them under the articles:

(a) to such person or committee;

(b) by such means (including by power of attorney);

(c) to such an extent;

(d) in relation to such matters or territories; and

(e) on such terms and conditions;

as they think fit.

  1. If the directors so specify, any such delegation may authorise further delegation of the directors' powers by any person to whom they are delegated.
  1. The directors may revoke any delegation in whole or part, or alter its terms and conditions.

Committees

  1. Committees to which the directors delegate any of their powers must follow procedures which are based as far as they are applicable on those provisions of the articles which govern the taking of decisions by directors.
  1. The directors may make rules of procedure for all or any committees, which prevail over rules derived from the articles if they are not consistent with them.

Part 3: Decision-Making by Directors

Directors to Take Decisions Collectively

  1. The general rule about decision-making by directors is that any decision of the directors must be either:

(a) a majority decision at a meeting; or

(b) a unanimous decision in accordance with article 8.

Unanimous Decisions

  1. A decision of the directors is taken in accordance with this article when all eligible directors indicate to each other by any means that they share a common view on a matter.
  1. Such a decision may take the form of a resolution in writing, copies of which have been signed by each eligible director or to which each eligible director has otherwise indicated agreement in writing.
  1. Each director must be given notice of any matter to be decided in accordance with this article, but a director's failure to receive notice does not invalidate a decision.
  1. The period in which a decision may be taken in accordance with this article is 28 days (or such other period as the directors may agree), starting with the date on which the proposal is circulated to the directors.
  1. A decision may not be taken in accordance with this article if the eligible directors would not have formed a quorum at such a meeting.

Calling Directors' Meetings

  1. Any director may call a directors' meeting.
  1. The company secretary must call a directors' meeting if a director so requests.
  1. A directors' meeting may be called by shorter notice than is required by article 19 if:

(a) at least one-half of the directors agree; or

(b) the meeting is called to deal with an emergency.

Notice of Directors' Meetings

  1. Notice of any directors' meeting must indicate:

(a) its proposed date and time;

(b) where it is to take place (or that it is to take place by telephone or video conference); and

(c) if it is anticipated that directors participating in the meeting will not be in the same place, how it is proposed that they should communicate with each other during the meeting.

  1. Notice of a directors' meeting must be given to each director, but need not be in writing.
  1. Notice of a directors' meeting need not be given to directors who waive their entitlement to notice of that meeting, by giving notice to that effect to the company not more than 7 days after the date on which the meeting is held. Where such notice is given after the meeting has been held, that does not affect the validity of the meeting, or of any business conducted at it.

Quorum for Directors' Meetings

  1. At a directors' meeting, unless a quorum is participating, no proposal is to be voted on, except a proposal to call another meeting.
  1. The quorum for directors' meetings may be fixed from time to time by a decision of the directors, but it must never be less than two, and unless otherwise fixed it is two.
  1. If the total number of directors for the time being is less than the quorum required, the directors must not take any decision other than a decision:

(a) to appoint further directors; or

(b) to call a general meeting so as to enable the shareholders to appoint further directors.

Chairing of Directors' Meetings

  1. The directors may appoint a director to chair their meetings.
  1. The person so appointed for the time being is known as the chairman.
  1. The directors may terminate the chairman's appointment at any time.
  1. If the chairman is not participating in a directors' meeting within ten minutes of the time at which it was to start, the participating directors must appoint one of themselves to chair it.

Casting Vote

  1. If the numbers of votes for and against a proposal are equal, the chairman or other director chairing the meeting has a casting vote.
  1. But this does not apply if, in accordance with the articles, the chairman or other director is not to be counted as participating in the decision-making process for quorum or voting purposes.

Records of Decisions to be Kept

  1. The directors must ensure that the company keeps a record, in writing, for at least 10 years from the date of the decision recorded, of every unanimous or majority decision taken by the directors.

Directors' Discretion to Make Further Rules

  1. Subject to the articles, the directors may make any rule which they think fit about how they take decisions, and about how such rules are to be recorded or communicated to directors.

Part 4: Appointment of Directors

Methods of Appointing Directors

  1. Any person who is willing to act as a director, and is permitted by law to do so, may be appointed to be a director:

(a) by ordinary resolution; or

(b) by a decision of the directors.

  1. In any case where, as a result of death, the company has no shareholders and no directors, the personal representatives of the last shareholder to have died have the right, by notice in writing, to appoint a person to be a director.
  1. For the purposes of article 34, where 2 or more shareholders die in circumstances rendering it uncertain who was the last to die, a younger shareholder is deemed to have survived an older shareholder.

Termination of Director's Appointment

  1. A person ceases to be a director as soon as:

(a) that person ceases to be a director by virtue of any provision of the Companies Act 2006 or is prohibited from being a director by law;

(b) a bankruptcy order is made against that person;

(c) a composition is made with that person's creditors generally in satisfaction of that person's debts;

(d) a registered medical practitioner who is treating that person gives a written opinion to the company stating that that person has become physically or mentally incapable of acting as a director and may remain so for more than three months;

(e) notification is received by the company from the director that the director is resigning from office, and such resignation has taken effect in accordance with its terms.

Directors' Remuneration

  1. Directors may undertake any services for the company that the directors decide.
  1. Directors are entitled to such remuneration as the directors determine:

(a) for their services to the company as directors; and

(b) for any other service which they undertake for the company.

  1. Subject to the articles, a director's remuneration may:

(a) take any form; and

(b) include any arrangements in connection with the payment of a pension, allowance or gratuity, or any death, sickness or disability benefits, to or in respect of that director.

  1. Unless the directors decide otherwise, directors' remuneration accrues from day to day.
  1. Unless the directors decide otherwise, directors are not accountable to the company for any remuneration which they receive as directors or other officers or employees of the company's subsidiaries or of any other body corporate in which the company is interested.

Directors' Expenses

  1. The company may pay any reasonable expenses which the directors properly incur in connection with their attendance at:

(a) meetings of directors or committees of directors;

(b) general meetings; or

(c) separate meetings of the holders of debentures of the company,

or otherwise in connection with the exercise of their powers and the discharge of their responsibilities in relation to the company.

Part 5: Shares and Distributions

All Shares to be Fully Paid Up

  1. No share is to be issued for less than the aggregate of its nominal value and any premium to be paid to the company on its issue.
  1. This does not apply to shares taken on the formation of the company by the subscribers to the company's memorandum.

Powers to Issue Different Classes of Share

  1. Subject to the articles and to any special rights attached to shares, the company may:

(a) issue shares with such rights or restrictions as may be determined by ordinary resolution; and

(b) issue shares which are to be redeemed, or are liable to be redeemed at the option of the company or the holder, and the directors may determine the terms, conditions and manner of redemption of any such shares.

Company Not Bound by Less Than Absolute Interests

  1. Except as required by law, no person is to be recognised by the company as holding any share upon any trust, and except as otherwise required by law or the articles, the company is not in any way to be bound by or recognise any interest in a share other than the holder's absolute ownership of it and all the rights attaching to it.

Share Certificates

  1. The company must issue each shareholder with one or more certificates in respect of the shares which that shareholder holds.
  1. Every certificate must specify:

(a) in respect of how many shares, of what class, it is issued;

(b) the nominal value of each of those shares;

(c) the amount paid up on each of those shares; and

(d) any distinguishing numbers assigned to them.

  1. No certificate may be issued in respect of shares of more than one class.
  1. The directors may decide to issue certificates in respect of a share which is not fully paid up, or on which the company has a lien.
  1. The directors may decide not to issue share certificates in respect of some or all of the shares that have been issued or are to be issued, or may decide to cancel share certificates that have been issued, provided that:

(a) the decision applies to all shares of the same class or to all shares of the same class held by a particular person; and

(b) the decision applies to shares in respect of which a share certificate has already been issued and the certificate has not been returned to the company.

  1. Each share certificate must be:

(a) sealed with the company's seal (if it has one); or

(b) signed by at least one director (or his or her authorised signatory) and by the company secretary (if the company has one).

  1. Each share certificate must be signed by the persons authorised to sign it in the same way as it is sealed or signed (as the case may be) at the time when it is issued.
  1. The company may by notice in writing require a shareholder to return a share certificate to the company for the purpose of:

(a) noting on it the fact that part of the shares in respect of which it was issued have been converted into shares of another class; or

(b) noting on it the fact that some or all of the shares in respect of which it was issued have been redeemed or are to be redeemed.

  1. If a shareholder fails to comply with a notice under article 54, the company may cancel the share certificate and issue a replacement share certificate in respect of the shares to which the notice relates.

Replacement Share Certificates

  1. If a share certificate is damaged or defaced, or is said to be lost, stolen or destroyed, a shareholder (with the agreement of the company to indemnify it if required) is entitled to be issued with a replacement certificate.
  1. A shareholder exercising the entitlement under article 56 must:

(a) return the damaged or defaced certificate to the company; or

(b) satisfy the company that the certificate really has been lost, stolen or destroyed.

  1. If the company exercises the power under article 56 to require a shareholder to provide a guarantee, the company may decide the terms of that guarantee.

Share Transfers

  1. Shares may be transferred by means of an instrument of transfer in any usual form or any other form approved by the directors, which is executed by or on behalf of the transferor.
  1. No fee may be charged for registering any instrument of transfer or other document relating to or affecting the title to any share.
  1. The company may retain any instrument of transfer which is registered.
  1. The transferor remains the holder of the share until the transferee's name is entered in the register of members in respect of it.
  1. The directors may refuse to register the transfer of a share, and if they do so, the instrument of transfer must be returned to the transferee with the notice of refusal unless they suspect that the proposed transfer may be fraudulent.

Transmission of Shares

  1. If title to a share passes to a transmittee, the company may only recognise the transmittee as having any title to that share.
  1. A transmittee who produces such evidence of entitlement to shares as the directors may properly require:

(a) may, subject to the articles, choose either to become the holder of those shares or to have them transferred to another person; and

(b) subject to the articles, and pending any transfer of the shares to another person, has the same rights as the holder had.

  1. But transmittees do not have the right to attend or vote at a general meeting, or agree to a proposed written resolution, in respect of shares to which they are entitled, by reason of the holder's death or bankruptcy or otherwise, unless they become the holders of those shares.

Exercise of Transmittee's Rights

  1. Transmittees who wish to become the holders of their shares must notify the company in writing of that wish.
  1. If the transmittee notification is received by the company:

(a) the transmittee is bound by any decisions of the company which the holder was entitled to participate in, whether as holder of those shares or by virtue of being a director, made before the transmittee notification was received; and

(b) the directors may require the transmittee to provide evidence of entitlement to the shares.

  1. The directors may withhold payment of all or any part of any dividend or other money payable in respect of a share to which a transmittee is entitled until the transmittee has become the holder of the share or has transferred it to another person.
  1. The directors may decide that a transmittee must choose to become the holder of the shares or to transfer them to another person within 90 days of the date on which the company receives the transmittee notification.
  1. If the transmittee has not chosen within that period, the directors may thereafter treat that transmittee as having chosen to transfer the shares to another person.

Dividends and Other Distributions

  1. Subject to the articles, the company may by ordinary resolution declare dividends, and the directors may decide to pay interim dividends.
  1. A dividend must not be declared unless the directors have made a recommendation as to its amount. Such a dividend must not exceed the amount recommended by the directors.
  1. No dividend may be declared or paid unless it is in accordance with shareholders' respective rights.
  1. Unless the shareholders' resolution to declare or directors' decision to pay a dividend, or the terms on which shares are issued, specify otherwise, each dividend must be paid by reference to the number of shares in issue.
  1. If the company's share capital is divided into different classes, no interim dividend may be paid on shares of a class unless it is also paid on all shares of every other class.
  1. The directors may pay at intervals any dividend payable at a fixed rate if it appears to them that the profits available for distribution justify the payment.
  1. If the directors act in good faith, they do not incur any liability to the holders of shares conferring preferred rights for any loss they may suffer by the lawful payment of an interim dividend on shares with deferred or non-preferred rights.
  1. Unless the terms on which shares are issued provide otherwise, shares which are fully paid up rank equally, as regards dividends, with all other shares which are fully paid up.
  1. If a share is issued in terms which provide that it ranks for dividend as from a particular date, that share ranks for dividend accordingly.
  1. Payment of a dividend may be made by such method as the directors may decide.
  1. If a dividend or other sum payable in respect of a share is sent by post to the person entitled to it and the cheque or other means of payment is not cashed, or the electronic payment is not accepted, the company is not obliged to pay that dividend or other sum until a cheque or other means of payment is cashed or the electronic payment is accepted.
  1. Any dividend or other moneys payable in respect of a share which remains unclaimed after a period of 12 years from the date on which it became due for payment shall be forfeited and cease to remain owing by the company.

No Interest on Distributions

  1. The company may not pay interest on any dividend or other sum payable in respect of a share unless otherwise provided by:

(a) the terms on which the share was issued; or

(b) the provisions of another agreement between the holder of that share and the company.

Unclaimed Distributions

  1. All dividends or other moneys payable in respect of shares which are unclaimed after having been declared or become due may be invested or otherwise made use of by the directors for the benefit of the company until claimed.
  1. The payment of any such dividend or other moneys into an account separate from the company's own account will not constitute the company a trustee in respect of it.
  1. If 12 years have passed from the date on which a dividend or other sum became due for payment, the shareholder is no longer entitled to that dividend or other sum and it ceases to remain owing by the company.

Non-Cash Distributions

  1. Subject to the articles, if the directors consider it appropriate, they may decide that all or part of any dividend or other distribution payable in respect of a share may be:

(a) paid in any currency; or

(b) satisfied by the distribution of assets (including without limitation, shares or other securities in any company).

  1. If the directors act in good faith, they do not incur any liability to the holders of shares conferring preferred rights for any loss they may suffer by the lawful payment of a dividend or other distribution in a form other than cash.

Waiver of Distributions

  1. Shareholders may waive their entitlement to a dividend or other distribution payable in respect of a share by giving notice in writing to the company to that effect, but if:

(a) the share has more than one holder; or

(b) more than one person is entitled to the share, whether by reason of the death or bankruptcy of one or more joint holders, or otherwise,

the notice is not effective unless given by all the holders or persons otherwise entitled to the share.

Part 6: Capitalisation of Profits

Authority to Capitalise and Appropriation of Capitalised Sums

  1. Subject to the articles, the directors may, if they are so authorised by an ordinary resolution:

(a) decide to capitalise any profits of the company (whether or not they are available for distribution) which are not required for paying a preferential dividend, or any sum standing to the credit of the company's share premium account or capital redemption reserve; and

(b) appropriate any sum which they decide to capitalise in accordance with article 91(a) to the members in proportion to the nominal value of their shares (though not necessarily in proportion to the number of shares held by them), and apply that sum on their behalf either:

(i) in or towards paying up the amounts, if any, for the time being unpaid on any shares held by them respectively, or

(ii) in paying up in full unissued shares or debentures of the company to be allotted to and distributed credited as fully paid up to and amongst them.

  1. The directors may:

(a) apply capitalised sums in accordance with article 91(b) in paying up new shares or debentures of a body corporate which is, or will be, a subsidiary of the company, or a holding company of it, or a subsidiary of a holding company of it, to be allotted to and distributed credited as fully paid up to and amongst the members; or

(b) do anything else permitted by law with regard to the capitalised sum.

  1. The directors must not exercise the power conferred by article 91 unless the exercise is in all respects consistent with the continuing exercise of the company's powers to make distributions.

Part 7: General Meetings

General Meetings

  1. The directors may call a general meeting at any time.
  1. The directors must call a general meeting if the holders of at least 10% of the paid-up share capital carrying voting rights require it.
  1. The directors must call a general meeting if the holders of at least 10% of the paid-up share capital carrying voting rights deposit a written request (signed by or on behalf of the holders) at the company's registered office.
  1. The request must:

(a) state the general nature of the business to be dealt with at the meeting; and

(b) include the names and addresses of the requesting shareholders, and the number of shares held by each of them.

  1. If the directors do not within 21 days from the date on which the request is deposited proceed to call a meeting, the shareholders who requested the meeting (or any of them representing more than one half of the total voting rights of all of them) may themselves call a general meeting.
  1. A meeting called under article 98 must be called in the same manner, as nearly as possible, as that in which meetings are to be called by the directors.

Notice of General Meetings

  1. The company must give at least 14 clear days' notice of any general meeting to:

(a) every shareholder;

(b) every director; and

(c) the company's auditor (if any).

  1. The notice must state:

(a) the time and date of the meeting;

(b) the place where it is to be held (or that it is to be held by means of telephone or video conference);

(c) the general nature of the business to be dealt with at the meeting; and

(d) with reasonable prominence, that a shareholder entitled to attend and vote is entitled to appoint one or more proxies to attend, speak and vote instead of him or her, and that a proxy need not be a shareholder.

  1. The business which may be dealt with at a general meeting includes any business which is required or permitted by the Companies Act 2006 or the articles to be dealt with at a general meeting.
  1. A notice of a general meeting is not invalidated because it is accidentally not sent to one or more shareholders.

Attendance and Speaking at General Meetings

  1. A person is able to exercise the right to speak at a general meeting when that person is in a position to communicate to all those attending the meeting, during the meeting, any information or opinions which that person has on the business of the meeting.
  1. A person is able to exercise the right to vote at a general meeting when:

(a) that person is able to vote, during the meeting, on resolutions put to the vote at the meeting; and

(b) that person's vote can be taken into account in determining whether or not such resolutions are passed at the same time as the votes of all the other persons attending the meeting.

  1. The directors may make whatever arrangements they consider appropriate to enable those attending a general meeting to exercise their rights to speak or vote at it.
  1. In determining attendance at a general meeting, it is immaterial whether any two or more persons attending it are in the same place as each other.
  1. Two or more persons who are not in the same place as each other attend a general meeting if their circumstances are such that if they have (or were to have) rights to speak and vote at that meeting, they are (or would be) able to exercise them.

Quorum for General Meetings

  1. No business other than the appointment of the chairman of the meeting is to be transacted at a general meeting if the persons attending it do not constitute a quorum.
  1. The quorum for a general meeting shall be two shareholders present in person or by proxy.

Chairing General Meetings

  1. If the directors have appointed a chairman, the chairman shall chair general meetings if present and willing to do so.
  1. If the directors have not appointed a chairman, or if the chairman is unwilling to chair the meeting or is not present within ten minutes of the time at which the meeting was due to start:

(a) the directors present; or

(b) (if no directors are present), the meeting,

must appoint a director or shareholder to chair the meeting, and the appointment of the chairman of the meeting must be the first business of the meeting.

  1. The person chairing a meeting may appoint any other individual to take the chair at the meeting if the person chairing the meeting considers it appropriate to do so.
  1. The person chairing the meeting must adjourn the meeting if so directed by the meeting.
  1. The person chairing the meeting may adjourn the meeting if:

(a) it appears to the person chairing the meeting that to do so would facilitate the conduct of the business of the meeting;

(b) the meeting consents to an adjournment; or

(c) it appears to the person chairing the meeting that it is likely to be impossible or impracticable to be quorate at the meeting.

  1. When adjourning a general meeting, the person chairing the meeting must:

(a) either specify the time and place to which it is adjourned or state that it is to continue at a time and place to be fixed by the directors; and

(b) have regard to any directions as to the time and place of any adjournment which have been given by the meeting.

  1. If the continuation of an adjourned meeting is to take place more than 14 days after it was adjourned, the company must give at least 7 clear days' notice of it (that is, excluding the day of the adjourned meeting and the day on which the notice is given):

(a) to the same persons to whom notice of the company's general meetings are required to be given; and

(b) containing the same information which such notice is required to contain.

  1. No business may be transacted at an adjourned general meeting which could not properly have been transacted at the meeting if the adjournment had not taken place.

Voting at General Meetings

  1. A resolution put to the vote of a general meeting must be decided on a show of hands unless a poll is duly demanded in accordance with the articles.
  1. On a vote on a resolution on a show of hands at a meeting, every shareholder present in person has one vote.
  1. On a vote on a resolution on a show of hands at a meeting, every proxy present who has been duly appointed by one or more shareholders entitled to vote on the resolution has one vote, but:

(a) if more than one proxy is so appointed by a shareholder, those proxies have one vote each; and

(b) if a proxy has been duly appointed by more than one shareholder, the proxy has one vote for and one vote against the resolution if the proxy has been instructed by one or more of those shareholders to vote for the resolution and by one or more of them to vote against it.

  1. A poll on a resolution may be demanded:

(a) in advance of the general meeting where it is to be put to the vote; or

(b) at a general meeting, either before a show of hands on that resolution or immediately after the result of a show of hands on that resolution is declared.

  1. A poll may be demanded by:

(a) the chairman of the meeting;

(b) the directors;

(c) two or more persons having the right to vote on the resolution; or

(d) a person or persons representing not less than one tenth of the total voting rights of all the shareholders having the right to vote on the resolution.

  1. A demand for a poll may be withdrawn if:

(a) the poll has not yet been taken; and

(b) the chairman of the meeting consents to the withdrawal.

  1. Polls must be taken immediately and in such manner as the chairman of the meeting directs.
  1. In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of the meeting is entitled to a casting vote in addition to any other vote the chairman may have.
  1. A poll on a resolution must be taken immediately if it is demanded on the question of the election of the chairman of the meeting or on a question of adjournment.
  1. If a poll is taken at a general meeting, the result of the poll is deemed to be the resolution of the meeting at which the poll was demanded.
  1. A poll on a resolution is not taken if the demand for the poll is withdrawn (and the demand for a poll is not withdrawn if it is not withdrawn before the poll is taken).
  1. On a poll taken at a general meeting, a shareholder entitled to more than one vote need not use all votes or cast all votes in the same way.

Errors and Disputes

  1. No objection may be raised to the qualification of any person voting at a general meeting except at the meeting or adjourned meeting at which the vote objected to is tendered, and every vote not disallowed at the meeting is valid.
  1. Any such objection must be referred to the chairman of the meeting, whose decision is final.

Content of Proxy Notices

  1. Proxies may only validly be appointed by a notice in writing (a "proxy notice") which:

(a) states the name and address of the shareholder appointing the proxy;

(b) identifies the person appointed to be that shareholder's proxy and the general meeting in relation to which that person is appointed;

(c) is signed by or on behalf of the shareholder appointing the proxy, or is authenticated in such manner as the directors may determine; and

(d) is delivered to the company in accordance with the articles and any instructions contained in the notice of the general meeting to which they relate.

  1. The company may require proxy notices to be delivered in a particular form, and may specify different forms for different purposes.
  1. Proxy notices may specify how the proxy appointed under them is to vote (or that the proxy is to abstain from voting) on one or more resolutions.
  1. Unless a proxy notice indicates otherwise, it must be treated as:

(a) allowing the person appointed under it as a proxy to vote or abstain from voting on any resolution put to the meeting; and

(b) appointing that person as a proxy in relation to any amendments to proposed resolutions which may be put to the meeting.

Delivery of Proxy Notices

  1. A person who is entitled to attend, speak or vote (either on a show of hands or on a poll) at a general meeting remains so entitled in respect of that meeting or any adjournment of it, even though a valid proxy notice has been delivered to the company by or on behalf of that person.
  1. An appointment under a proxy notice may be revoked by delivering to the company a notice in writing given by or on behalf of the person by whom or on whose behalf the proxy notice was given.
  1. A notice revoking a proxy appointment only takes effect if it is delivered before the start of the meeting or adjourned meeting to which it relates.
  1. If a proxy notice is not executed by the person appointing the proxy, it must be accompanied by written evidence of the authority of the person who executed it to execute it on behalf of the person appointing the proxy.

Part 8: Administrative Arrangements

Means of Communication to be Used

  1. Subject to the articles, anything sent or supplied by or to the company under the articles may be sent or supplied in any way in which the Companies Act 2006 provides for documents or information which are authorised or required by any provision of that Act to be sent or supplied by or to the company.
  1. Subject to the articles, any notice or document to be sent or supplied to a director in connection with the taking of decisions by directors may also be sent or supplied by the means by which that director has asked to be sent or supplied with such notices or documents for the time being.
  1. A director may agree with the company that notices or documents sent to that director in a particular way are to be deemed to have been received within a specified time of their being sent, and for the specified time to be less than 48 hours.

Company Seals

  1. If the company has a seal, it must only be used by the authority of the directors or of a committee of directors authorised by the directors.
  1. Those authorised to use the seal may decide the form of the seal and the manner and form in which it is to be used.
  1. Unless otherwise decided by the directors, if the company has a seal it must be kept securely by the company secretary, if there is one, or by a director, if there is no company secretary.
  1. If the company has a seal, the seal must not be used unless the use of the seal is authorised by the directors or a committee of directors and unless its use is attested by the signature of:

(a) a director; or

(b) the company secretary (if there is one).

No Right to Inspect Accounts and Other Records

  1. Except as provided by law or authorised by the directors or an ordinary resolution of the company, no person is entitled to inspect any of the company's accounting or other records or documents merely by virtue of being a shareholder.

Provision for Employees on Cessation of Business

  1. The directors may decide to make provision for the benefit of persons employed or formerly employed by the company or any of its subsidiaries (other than a director or former director or a member of his or her family) in connection with the cessation or transfer to any person of the whole or part of the undertaking of the company or that subsidiary.

Part 9: Directors' Indemnity and Insurance

Indemnity

  1. Subject to article 151, a relevant director of the company or an associated company may be indemnified out of the company's assets against:

(a) any liability incurred by that director in connection with any negligence, default, breach of duty or breach of trust in relation to the company or an associated company;

(b) any liability incurred by that director in connection with the activities of the company or an associated company in its capacity as a trustee of an occupational pension scheme (as defined in section 235(6) of the Companies Act 2006);

(c) any other liability incurred by that director as an officer of the company or an associated company.

  1. This article does not authorise any such indemnity which would be prohibited or rendered void by any provision of the Companies Act 2006 or by any other provision of law.
  1. In this article:

(a) companies are associated if one is a subsidiary of the other or both are subsidiaries of the same body corporate; and

(b) a "relevant director" means any director or former director of the company or an associated company.

Insurance

  1. The directors may decide to purchase and maintain insurance, at the expense of the company, for the benefit of any relevant director in respect of any relevant loss.
  1. In this article:

(a) a "relevant director" means any director or former director of the company or an associated company;

(b) a "relevant loss" means any loss or liability which has been or may be incurred by a relevant director in connection with that director's duties or powers in relation to the company, any associated company or any pension fund or employees' share scheme of the company or associated company; and

(c) companies are associated if one is a subsidiary of the other or both are subsidiaries of the same body corporate.

Part 10: Relationship with Artist.Ascend CIO

Purpose and Relationship

  1. The company is established to support and further the charitable purposes of Artist.Ascend (the "CIO"), a Charitable Incorporated Organisation registered with the Charity Commission.
  1. The company may:

(a) provide services, facilities and resources to the CIO;

(b) generate income through commercial activities to support the CIO's charitable work;

(c) enter into contracts and agreements with the CIO on an arm's length basis;

(d) make donations, grants or other payments to the CIO; and

(e) undertake any other activities that further the CIO's charitable purposes.

  1. The company must not:

(a) distribute any profits or assets to its members, except in accordance with the articles and the Companies Act 2006;

(b) engage in activities that are inconsistent with supporting the CIO's charitable purposes; or

(c) enter into transactions with the CIO that are not at arm's length or on commercial terms.

Directors' Duties in Relation to CIO

  1. In exercising their powers and duties, the directors must have regard to:

(a) the need to support the CIO's charitable purposes;

(b) the requirement to operate the company on a commercial basis;

(c) the need to maintain appropriate separation between the company and the CIO; and

(d) any agreements or arrangements between the company and the CIO.

SIGNATURES

Subscriber 1:

Name: [NAME]

Date: 22/02/2026

*These articles are based on the Companies Act 2006 Model Articles for Private Companies Limited by Shares, with additions specific to Artist.Ascend Commercial Limited's relationship with the CIO.*