ar-2013

Directors’ Report
(E) Restriction on Capitalisation
Save with the written consent of the holders of not less than
66.66% in nominal value of each class of Preference Shares, or
with the sanction of a resolution passed at a separate General
Meeting of the holders of each class of Preference Shares
where the holders of not less than 66.66% in nominal value of
the relevant class of Preference Shares have voted in favour of
such a resolution, the Directors shall not capitalise any part of
the amounts available for distribution if, after such
capitalisation, the aggregate of such amounts would be less
than a multiple, determined by the Directors prior to the
allotment of each class of Preference Shares, of the aggregate
amount of the annual dividends (exclusive of any associated
tax credit) payable on Preference Shares then in issue ranking
as regards the right to receive dividends or the rights on
winding up of, or other return of capital by the Company, paripassu
with or in priority to the Preference Shares, or authorise
or create, or increase the amount of, any shares of any class or
any security convertible into the shares of any class ranking as
regards the right to receive dividends or the rights on winding
up of, or other return of capital by the Company, in priority to
the Preference Shares.
(F) Further Preference Shares
The Company may from time to time create and issue further
Preference Shares ranking as regards participation in the
profits and assets of the Company pari‐passu with the
Preference Shares and so that any such further Preference
Shares may be denominated in any currency and may carry as
regards participation in the profits and assets of the Company
rights identical in all respects to those attaching to the
Preference Shares or rights differing there from.
The creation or issue of, or the variation, alteration or
abrogation of or addition to the rights, privileges, limitations
or restrictions attaching to, any shares of the Company
ranking after the Preference Shares as regards participation in
the profits and assets of the Company and, provided that, on
the date of such creation or issue, the most recent instalment
of the dividend due to be paid on each class of Preference
Share in the capital of the Company prior to such date shall
have been paid in cash, the creation or issue of further
Preference Shares ranking pari‐passu with the Preference
Shares as provided for above, shall be deemed not to be a
variation, alteration or abrogation of the rights, privileges,
limitations or restrictions attached to the Preference Shares. If
any further Preference Shares of the Company shall have been
issued, then any subsequent variation, alteration or
abrogation of or addition to the rights, privileges, limitations
or restrictions attaching to any of such further Preference
Shares shall be deemed not to be a variation, alteration or
abrogation of the rights, privileges, limitations or restrictions
attaching to the Preference Shares, provided that the rights
attaching to such further Preference Shares thereafter shall be
such that the creation and issue by the Company of further
Preference Shares carrying those rights would have been
permitted.
Variation of Rights
Whenever the share capital is divided into different classes of
shares, the rights attached to any class may be varied or
abrogated with the consent in writing of the holders of threequarters
in nominal value of the issued shares of that class or
with the sanction of a special resolution passed at a separate
General Meeting of the holders of the shares of the class, and
may be so varied or abrogated either whilst the Company is a
going concern or during or in contemplation of a winding‐up.
Allotment of Shares
Subject to the provisions of the Articles of Association relating
to new shares, the shares shall be at the disposal of the
Directors and (subject to the provisions of the Articles and the
Acts) they may allot, grant options over or otherwise dispose
of them to such persons on such terms and conditions and at
such times as they may consider to be in the best interests of
the Company and its shareholders’, but so that no share shall
be issued at a discount and so that, in the case of shares
offered to the public for subscription, the amount payable on
application on each share shall not be less than one‐quarter of
the nominal amount of the share and the whole of any
premium thereon.
Holders Resident in the USA
The Board may at its discretion give notice to certain holder’s
resident in the USA calling for a disposal of their shares within
21 days or such longer period as the Board considers
reasonable. The Board may extend the period within which
any such notice is required to be complied with and may
withdraw any such notice in any circumstances the Board sees
fit. If the Board is not satisfied that a disposal has been made
by the expiry of the 21 day period (as may be extended), no
transfer of any of the shares to which the notice relates may
be made or registered other than a transfer made pursuant to
a procured disposal of the said shares by the Board, or unless
such notice is withdrawn.
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