Untitled - David Kronemyer

divided into 7.3,790,4i36 7 per cent. Convenible [ledeemable Second Cumulative
Preference Shares IV)2199 of !,1 each and 284,838,256 Ordinary Shares of 25p each, and
that such reduction be effectetl by cancelling and extinguishing the 460,000 3.5 per cent.
Curnulative Prelerence Shares ofJI each all ofwhich have been issued and are fully paid up
and returning to the holders of such Shares a sum equal to 78p per Share (and no more.) of
the capital paid up on such shares and any arrears and accmals of the fixed dividend
thereon.
9. To consider and, ifthought fir, to pass the following Resolution, which will be proposed
as an Ordinary Resolution:
ORDINARY RT]SOI,UTION
THAT, the l)irectors be and they are hereby authorised to exercise the power contained in
Article 137(B) ofthe Articles ofAssociation ofthe Company so that to the extent and in the
manner determined by the Directors the holders of the Ordinary Shares of 25p each be
permitted to elect to receive new Ordinary Shares of25p each in the capital ofthe Company,
credited as fully paid, instead of any declared dividend of the Company in respect of the
accountinpJ reference period ending on 3I March, 1989.
10. To consider and, ifthought fit, to pass the following Resolution, which will be proposed
as an Ordinary Resolution:
ORDINARY RESOI,I]TION
THA'l': (i) the Directors be and they are hereby authorised to amend the rules of the Savings-
Related Share Option Scheme approved at the Extraordinary General Meeting held on l0
September, 1982 (as subsequently amended) as follows, but subject to such alterations
thereto as may be required bv the lnland Revenue so that the said Scheme, as amended,
shall continue to be approved under Schedule 9 to the Income and Corporation Taxes Act
1988:
Rule 3 to be replaced by the lbllowing:
"'fhe Directors shall determine how many Shares shall be made available in any year lor this
Scheme but such number shall not exceed the following limits:
(a) the number of Shares in respect of which Options to subscribe may be
granted on any day, when aggregated with the number of Shares previously
issued under this Scheme and remaining issuable under this Scheme
inrmediately prior to that day, shall not exceed 27,600,000 provided that such
figure may be adjusted as appropriate (subject to the Auditors conlirming in
writing that in their opinion such adjustment is fair and reasonable) to take
account of any capitalisation, rights issues, consolidation or sub-division
affecting Shares or any reduction of the ordinary share capital ofthe Company;
and
(b) the number of Shares in respect of which Options to subscribe may be
granted on any day, when aggregated with the number of Shares previously
issued or remaining issuable under this Scheme or any other share option scheme
operated by the Company as a result of rights to subscribe for Shares granted
within the period of ten years immediately prior to that day, shall not exceed
l0 per cent. of the number of the Company's ordinary shares in issue
immediately prior to that day."
(ii) the Directors be and they are hereby authorised to amend rhe rules ofthe 1984
Executive Share Option Seheme approved at the Extraordinary General Meeting held on
l4 September, 1984 (as subsequently amended) as follows, but subject to such alterations
thereto as may be required by the Inland Revenue so that the said Scheme, as amended,
shall continue to be approved under Schedule 9 to the Income and Corporation Taxes Act
l9{313: