Prospectus re Admission to the Official List - Heritage Oil

nominal amount has been paid up of not less than one-tenth of the total sum paid up on allshares conferring that right, or (ii) the holder of the Special Voting Share;(p) there is no requirement under the Act to post the results of a poll taken at general meetings ofa company on the company’s website and no power is conferred upon the shareholders torequire an independent report on a poll. The Articles do however confer these requirementsand powers;(q) there is no requirement under the Act that annual accounts and reports and preliminarystatements of listed companies be posted on a website, nor is there a requirement thatshareholders’ concerns about an audit of the company’s annual accounts be published on thecompany’s website. The Articles do however include a requirement that the annual accountsand reports and preliminary statements of the Company be posted on the Company’s website;(r) there is no requirement under the Act that a director’s report contain a business review (whichunder the New Companies Act would need to contain information about environmentalmatters, employees, social and community issues and persons with whom the company hascontractual or other arrangements which are essential to the business). The Articles dohowever require that a director’s report contains such a business review;(s) there are no provisions in the Act requiring the production of directors’ remuneration reports.The Articles do however require the production of a directors’ remuneration report;(t) there is no express power under the Act for directors to make provisions for the benefit ofemployees of the company in connection with the cessation or transfer of the undertaking ofthe company;(u) while under the Act the directors of a Jersey company are required to act honestly and in goodfaith with a view to the best interests of the company and to exercise the care, diligence andskill that a reasonably prudent person would exercise in comparable circumstances, under theNew Companies Act a director, while promoting the success of the company, is also required tohave regard to the interests of the company’s employees, and to the need to foster businessrelationships with suppliers and customers and the impact of the company’s operations on theenvironment; and(v) under Jersey law, the two principal procedures for dissolving a Jersey company are winding-upand désastre. The concept of a winding up is broadly similar to that under English law, exceptthat under Jersey law, a winding-up may only be commenced by the Jersey company and not byone of its creditors. If the company is solvent the winding up will be a summary winding-up. Ifthe company is insolvent, the winding-up will be a creditors’ winding-up. A creditor wishing todissolve a Jersey company would seek to have the company’s property declared en désastreunder the Bankruptcy (Désastre) (Jersey) Law 1990, as amended. If the company’s property isdeclared en désastre, all of the powers and property of the company (belonging to or vested inthe company at the date of the declaration and all powers in or over or in respect of suchproperty exercisable by the company at the date of the declaration and whether situated inJersey or elsewhere) are vested in the Viscount (an officer of the court). The role of theViscount is similar to that of a liquidator. The Viscount’s principal duty is to distribute theassets of the company among the persons entitled to receive them in accordance with theirrespective claims as provided by the law, he is not under an obligation to call any creditors’meetings although he may do so.This list is intended to be illustrative only and does not purport to be exhaustive or to constitutelegal advice. Any Shareholders wishing to obtain further information regarding their rights as ashareholder under Jersey law should consult their Jersey legal advisers.6. MEMORANDUM AND ARTICLES OF ASSOCIATION OF THE COMPANY/ARTICLES OF HOC6.1 Memorandum of Association of the CompanyThe Memorandum is available for inspection at the address specified in section 19 below. Underthe Act, the capacity of a Jersey company is not limited by anything contained in its memorandum255