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144.1.18 “Ordinary Share(s)” means ordinary shares currently each having a par value ofR0,10 (ten cents) in the share capital of the Company, ranking pari passu with allthe other such ordinary shares in the issued share capital of the Company andlisted on the JSE;144.1.19 “Preference Dividend” has the meaning set out in Article 144.3;144.1.20 “Preference Share(s)” means the 40 000 000 (forty million) convertible perpetualcumulative preference par value shares of R0.01 (one cent) each;144.1.21 “Prime Rate” means the publicly quoted basic rate of interest (expressed as anominal annual compounded monthly in arrear rate) levied by The Standard Bankof South Africa Limited from time to time on unsecured overdraft, determined by anauthorised signatory of The Standard Bank of South Africa Limited, whoseappointment and authority need not be proved;144.1.22 “Rand” or “R” means the lawful currency of South Africa, being South AfricanRand, or any successor currency;144.1.23 “Register” means the register of holders of Certificated Preference Shares;144.1.24 “STRATE” means STRATE Limited (Registration number 1998/022242/06), aregistered central securities depository in terms of the Custody and Administrationof Securities Act, 1992 (Act 85 of 1992), as amended;144.1.25 “STRATE System” means a clearing and settlement environment for securitiestransactions to be settled and transfer of ownership to be recorded electronically,managed by STRATE; and144.1.26 “Sub-Register” means a sub-register of holders of Dematerialised PreferenceShares maintained by a CSDP.144.2 The Preference Shares shall have a par value of R0.01 (one cent) each, and shall be allottedand issued, credited as fully paid in a single tranche of 40 000 000 Preference Shares at apremium of R99.99 (Ninety-Nine Rand and Ninety-Nine cents) per Preference Share againstreceipt of the subscription price of R100 (One Hundred Rand) for each Preference Share.144.3 The Preference Shares shall confer on the Holder thereof the right to receive, out of the profitsof the Company, a 6 (six)-monthly preferential cash dividend (the “Preference Dividend”), ifdeclared in accordance with the discretion conferred on the shareholders or the directors inaccordance with Company’s Articles of Association. Such Preference Dividends will rank inpriority to any dividends which after the Issue Date may be declared in respect of anyOrdinary Shares in the Company but pari passu in respect of any dividends declared on anyother preference shares in the Company.144.4 The Preference Dividends shall be due and payable, if declared, 6 (six)-monthly in arrear onthe Dividend Dates, save in respect of the first Preference Dividend, which shall be for theperiod from the Issue Date to the first Dividend Date on such basis as may be determined byresolution of directors of the Company in respect of and at the time of the allotment and issueof the Preference Shares. The Preference Dividend shall be cumulative on such basis as maybe determined by the Directors of the Company, by way of resolution of directors, in respectof and at the time of the allotment and issue of the Preference Shares.144.5 The Preference Dividend for each of the Preference Shares shall be calculated at a fixed orfloating rate as may be determined by the resolution of directors of the Company in respectof and at the time of the allotment and issue of the Preference Shares.144.6 The Preference Shares shall, at the election of the Holder, be convertible into Ordinary Sharesof the Company on the basis and in such ratio and in accordance with such terms andprocedures as may be determined by the directors of the Company, by way of a resolution ofdirectors, in respect of and at the time of the allotment and issue of the Preference Shares,provided that a maximum of 10 (ten) Preference Shares shall be convertible into 1 (one)Ordinary Share pursuant to the terms and procedures determined by the resolution ofdirectors. Any increase in the share capital of the Company required as a result of theconversion of Preference Shares into Ordinary Shares shall be effected by transferring anamount equal to such increase in the share capital from the Company’s share premiumaccount, which arose on the issue of the Preference Shares, or reserves, to the Company’sshare capital account.37