Cross Oak Inns plc - The Tax Shelter Report

2.5 The Directors are authorised in accordance with Section 80 of the Act to allot ordinary shares
pursuant to the Offer and otherwise up to an aggregate nominal amount of £10,000,000 until
3 June 2009.
2.6 The Directors are also empowered pursuant to Section 89 of the Act to allot ordinary shares
pursuant to such authority as if Section 89(1) of the Act did not apply, both in connection with a
rights issue and pursuant to the Offer and otherwise up to an aggregate nominal amount of
£10,000,000 until 28 February 2005.
2.7 No shares of the Company are currently in issue with a fixed date on which entitlement to a
dividend arises and there are no arrangements in force whereby future dividends are waived or
have been agreed to be waived.
3. Accounting Reference Date
The accounting reference date of the Company is 31 December in each year and the first
accounting reference period of the Company will be from 3 June 2004 to 31 December 2004.
4. Memorandum and Articles of Association
4.1 Memorandum
The principal objects of the Company are set out in full in clause 4 of its Memorandum of
Association and provide that the Company shall carry on business as a general commercial
company, including but not limited to the ownership and management of public houses.
4.2 Articles of Association
The Articles of Association of the Company (“the Articles”) were adopted at incorporation on
3 June 2004. The Articles contain provisions, amongst other things, having the following effect:
4.2.1 Voting
(a) Subject to any special terms or restrictions as to voting upon which any shares may be
issued or may for the time being be held, at a general meeting every member who (being
an individual) is present in person or (being a corporation) is present by a duly authorised
representative not being himself a member) has one vote, and in the case of a poll every
member present in person or by proxy shall have one vote for every share of which he or
she is the holder.
(b) No member may vote at a general meeting either personally or by proxy in respect of any
share held by him or her unless all monies payable by him or her to the Company in respect
of that share have been paid.
4.2.2 Dividends
(a) Subject to the provisions of the Act and of the Articles, the Company may by ordinary
resolution declare dividends to be paid to members according to their respective rights in the
profits of the Company. However, no dividend shall exceed the amount recommended by the
Board.
(b) Subject to the provisions of the Act, the Board may declare or pay such interim dividends
(including any dividend payable at a fixed rate) as appears to the Board to be justified by the
profits of the Company available for distribution.
(c) Except as otherwise provided by any rights attached to or terms of issue of any shares, all
dividends shall be declared and paid according to the amounts paid up on the shares in
respect of which the dividend is paid. Subject as aforesaid, all dividends shall be
apportioned and paid proportionately to the amount paid up on the shares during any
portion or portions of that period in respect of which the dividend is paid.
(d) No dividends or other monies payable in respect of any share shall bear interest unless
otherwise provided by the rights attached to the share.
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