Prospectus re Admission to the Official List - Heritage Oil

and is in default for a period of 14 days supplying to the Company the information therebyrequired, then:(A) in respect of the shares in relation to which the default occurred (the ‘‘default shares’’,which shall include any share issued after the date of the notice in respect of such shares)the member shall not (for so long as the default continues) nor shall any transferee towhom any of such shares are transferred (other than pursuant to an approved transfer) beentitled to vote either personally or by proxy at a shareholders’ meeting or to exercise anyother right confirmed by membership in relation to shareholder meetings; and(B) the Board may, in its absolute discretion by notice in writing (a ‘‘direction notice’’) to suchmember direct that where the default shares represent 0.25 per cent. or more of the issuedshares of the class in question, the direction notice may additionally direct that in respectof the default shares:(I) no payment shall be made by way of dividend and no share shall be allotted in lieu ofpayment of a dividend; and(II) subject to the Regulations in the case of shares in uncertificated form, no transfer ofany default share shall be registered unless:1. the transfer is an approved transfer; or2. the member is not himself in default as regards supplying the informationrequired and the transfer is of part only of the member’s holding and whenpresented for registration, is accompanied by a certificate from the member in aform satisfactory to the Board to the effect that after due and careful enquiry themember is satisfied that none of the shares the subject of the transfer is adefault share.Any direction notice shall cease to have effect in relation to any shares transferred by suchmember in accordance with the provisions described in section 6.2 (k)(xiii)(B)(II) above.(n) AccountsAlthough the Act does not contain equivalent provisions of the New Companies Act on a rangeof matters, the Articles provide broadly equivalent provisions in relation to the publication ofaccounts, and require that:(i) the Company comply with Chapters 4 to 6 (inclusive) (Annual Accounts, Directors’Report, and Quoted Companies: Directors’ remuneration report) of Part 15 of theNew Companies Act, mutatis mutandis as if it were a company subject to such statute;(ii) the Company ensures its annual accounts and reports are prepared pursuant to theArticles, and are made available as soon as reasonably practicable on a website and remainso available until the annual accounts and reports for the Company’s next financial yearare made so available; and(iii) the Company complies with Chapters 7 to 9 (inclusive) (Publication of Accounts andReport, Public Companies: Laying of Accounts and Reports before General Meeting, andQuoted Companies: Members’ Approval of Directors’ Remuneration Report) of Part 15of the New Companies Act mutatis mutandis as if it were a company subject tosuch statute.(o) Communications to all beneficial holders of SharesAlthough the Act does not contain equivalent provisions of the New Companies Act on a rangeof matters, the Articles provide broadly equivalent provisions in relation to communications tobeneficial holders of shares, namely that a member who holds shares on behalf of anotherperson may nominate that person to enjoy information rights (being the right to receive a copyof all communications that the Company sends to its members generally, including accounts,reports and hard copy form documents provided in another form (provided an address hasbeen supplied and the Company has been notified)). Failure to give effect to the rightsconferred by the nomination does not affect the validity of anything done by or on behalf ofthe Company.263