Prospectus re Admission to the Official List - Heritage Oil

(xi) Dividends and Other Distributions(A) No dividend may be announced or declared by the Company on any Ordinary Sharesunless prior to such announcement or declaration the Company has received from thedirectors of HOC confirmation that HOC will announce or declare an equivalentdividend on each Exchangeable Share in the manner required.(B) No dividend of any form may be declared, announced or paid on or in respect of theSpecial Voting Share.(C) Subject to the provisions of the Act, the Directors may pay fixed and interimdividends if and in so far as in the opinion of the Directors the profits of the Companyjustify such payments. If the Directors act in good faith, they shall not incur anyliability to the holders of any shares for any loss they may suffer by the lawfulpayment, on any other class of shares having rights ranking after or pari passu withthose shares, of any such fixed or interim dividend.(D) the Company may, upon the recommendation of the Directors, by ordinaryresolution, direct payment of a dividend in whole or in part in specie and the Directorsshall give effect to such resolution.(E) Except as otherwise provided by the rights attaching to any class of shares or theterms of issue thereof, all dividends shall be apportioned and paid pro rata accordingto the amounts paid on the shares during any period or portions of the period inrespect of which the dividend is paid.(F) No dividend or other monies payable in respect of a share shall bear interest againstthe Company.(G) The Directors may retain any dividend or monies payable in respect of a share onwhich the Company has a lien, and may apply the same in or towards satisfaction ofthe moneys payable to the Company in respect of that share.(H) The Directors may deduct from any dividend or other monies payable to a holder ofshares on or in respect of such shares all sums of money (if any) presently payable bythe holder to the Company on account of calls or otherwise in relation to such shares.(I) Any dividend unclaimed after a period of 10 years from the date on which suchdividend was declared or became due for payment shall be forfeited and revert tothe Company.(J) The Directors may, if authorised by an ordinary resolution of the Company, offer anyholder of shares the right to elect to receive shares by way of scrip dividend insteadof cash.(xii) Winding-UpExcept as provided by the rights and restrictions attached to any class of shares, theholders of Ordinary Shares will be entitled to participate in any surplus assets in a windingup in proportion to their shareholdings. The Company may, with the sanction of a specialresolution and any other sanction required by the Act, divide among the members in speciethe whole or any part of the assets of the Company and may, for that purpose, value anyassets and determine how the division shall be carried out as between the members ordifferent classes of members.The holder of the Special Voting Share shall be entitled, subject to the payment to theholders of all other classes of shares, of the amount paid up or credited as paid up orotherwise payable on such share, to repayment of the amount paid upon the SpecialVoting Share but shall have no further right to participate in the assets of the Company.(m) Disclosure of Beneficial InterestsAlthough the Act does not contain equivalent provisions to section 793 of the New CompaniesAct, the Articles provide broadly equivalent provisions and provide that if at any time anymember, or any other person (as appropriate) has been served with a notice from the company262