Common use of Scrip dividends Clause in Contracts

Scrip dividends. Subject to the Act, the Board may, by ordinary resolution of the Company and subject to such terms and conditions as the Board may determine, offer to any holders of ordinary shares (excluding any member holding shares as treasury shares) the right to elect to receive ordinary shares, credited as fully paid, instead of cash in respect of the whole (or some part, to be determined by the Board) of any dividend specified by the ordinary resolution. The following provisions shall apply: (a) the said resolution may specify a particular dividend, or may specify all or any dividends declared within a specified period or periods but such period may not end later than the third anniversary of the date of the meeting at which the ordinary resolution is passed; (b) the entitlement of each holder of ordinary shares to new ordinary shares shall be such that the relevant value of the entitlement shall be as nearly as possible equal to (but not greater than) the cash amount (disregarding any tax credit) of the dividend that such holder would have received by way of dividend. For this purpose relevant value shall be calculated by reference to the average of the middle market quotations for the ordinary shares on the Exchange, for the day on which the ordinary shares are first quoted “ex” the relevant dividend and the four subsequent dealing days, or in such other manner as the Board may determine on such basis as it considers to be fair and reasonable. A certificate or report by the Company’s auditors as to the amount of the relevant value in respect of any dividend shall be conclusive evidence of that amount; (c) no fractions of a share shall be allotted. The Board may make such provisions as it thinks fit for any fractional entitlements including provisions where, in whole or in part, the benefit accrues to the Company and/or under which fractional entitlements are accrued and/or retained and in each case accumulated on behalf of any member and such accruals or retentions are applied to the allotment by way of bonus to or cash subscription on behalf of any member of fully paid ordinary shares and/or provisions where cash payments may be made to members in respect of their fractional entitlements; (d) the Board shall, after determining the basis of allotment, notify the holders of ordinary shares in writing of the right of election offered to them, and specify the procedure to be followed and place at which, and the latest time by which, elections must be lodged in order to be effective. No such notice need to be given to holders of ordinary shares who have previously given election mandates in accordance with this Article and whose mandates have not been revoked. The accidental omission to give notice of any right of election to, or the non-receipt (even if the Company becomes aware of such non-receipt) of any such notice by, any holder of ordinary shares entitled to the same shall neither invalidate any offer of an election nor give rise to any claim, suit or action; (e) the Board shall not proceed with any election unless the company has sufficient reserves or funds that may be capitalised, and the Board has authority to allot sufficient shares, to give effect to it after the basis of the allotment is determined; (f) the Board may exclude from any offer or make other arrangements in relation to any holders of ordinary shares where the Board considers that the making of the offer to them or in respect of such shares would or might involve the contravention of the laws of any territory or that for any other reason the offer should not be made to them or in respect of such shares; (g) the Board may establish or vary a procedure for election mandates in respect of future rights of election and may determine that every duly effected election in respect of any ordinary shares shall be binding on every successor in title to the holder; (h) the dividend (or that part of the dividend in respect of which a right of election has been offered) shall not be payable on ordinary shares in respect of which an election has been duly made (elected ordinary shares) and instead additional ordinary shares shall be allotted to the holders of the elected ordinary shares on the basis of allotment determined as stated above. For such purpose the Board may capitalise, out of any amount for the time being standing to the credit of any reserve or fund (including any share premium account or capital redemption reserve) or of any of the profits which could otherwise have been applied in paying dividends in cash as the Board may determine, a sum equal to the aggregate nominal amount of the additional ordinary shares to be allotted on such basis and apply it in paying up in full the appropriate number of unissued ordinary shares for allotment and distribution to the holders of the elected ordinary shares on such basis. The Board may do all acts and things considered necessary or expedient to give effect to any such capitalisation; (i) the Board may decide how any costs relating to the new shares available in place of a cash dividend will be met, including to deduct an amount from the entitlement of a holder of ordinary shares under this Article; (j) the additional ordinary shares so allotted shall rank pari passu in all respects with each other and with the fully paid ordinary shares in issue on the record date for the dividend in respect of which the right of election has been offered, except that they will not rank for any dividend or other distribution or other entitlement which has been declared, paid or made by reference to such record date; and (k) the Board may terminate, suspend, or amend any offer of the right to elect to receive ordinary shares in lieu of any cash dividend at any time and generally may implement any scrip dividend scheme on such terms and conditions as the Board may determine and take such other action as the Board may deem necessary or desirable in respect of any such scheme.

Scrip dividends. Subject to the Act, the Board may, by ordinary resolution of the Company and subject to such terms and conditions as the 40.1 The Board may determine, offer to any holders holder of ordinary shares (excluding any member holding shares as treasury shares) the right to elect to receive ordinary shares, credited as fully paid, instead of cash in respect of the whole (or some part, to be determined by the Board) of all or any dividend specified by subject to the ordinary resolution. The following provisions shall applyterms and conditions: (a) the said resolution may specify a particular dividend, or may specify all or any dividends declared within a specified period or periods but such period may not end later than the third anniversary of the date of the meeting at which the ordinary resolution is passed; (b) the entitlement of each Each holder of ordinary shares to new ordinary shares shall be such entitled to that the relevant value number of the entitlement shall be new shares as are together as nearly as possible equal in value to (but not greater than) the cash amount (disregarding any tax credit) of the dividend that such holder would have received by way of dividenddividend but elects to forego (each a new share). For this purpose purpose, the value of each new share shall be: (i) equal to the average quotation for the relevant value shall be calculated by reference to shares in the capital of the Company, that is, the average of the middle market quotations closing prices for the ordinary those shares on the ExchangeExchange as derived from such source as the Board may deem appropriate, for on the day on which the ordinary such shares are first quoted “ex” ex the relevant dividend and the four subsequent dealing business days, or ; or (ii) calculated in such any other manner as the Board may determine on such basis as it considers to fit; but shall never be fair and reasonableless than the par value of the new share. A certificate or report by the Company’s auditors as to the amount value of the relevant value a new share in respect of any dividend shall be conclusive evidence of that amount;value. (b) Each holder of shares shall only be entitled to new Company Ordinary Shares. (c) no fractions of a share shall On or as soon as possible after announcing that any dividend is to be allotted. The Board may make such provisions as it thinks fit for any fractional entitlements including provisions where, in whole declared or in partrecommended, the benefit accrues Board, if it intends to the Company and/or under which fractional entitlements are accrued and/or retained and in each case accumulated on behalf of any member and such accruals or retentions are applied to the allotment by way of bonus to or cash subscription on behalf of any member of fully paid ordinary shares and/or provisions where cash payments may be made to members offer an election in respect of their fractional entitlements; (d) the Board shallthat dividend, shall also announce that intention. If, after determining the basis of allotment, the Board decides to proceed with the offer, it shall notify the holders of ordinary shares in writing of the terms and conditions of the right of election offered to them, and specify specifying the procedure to be followed and place at which, and the latest time by which, elections or notices amending or terminating existing elections must be lodged delivered in order to be effective. No such notice need to be given to holders of ordinary shares who have previously given election mandates in accordance with this Article and whose mandates have not been revoked. The accidental omission to give notice of any right of election to, or the non-receipt (even if the Company becomes aware of such non-receipt) of any such notice by, any holder of ordinary shares entitled to the same shall neither invalidate any offer of an election nor give rise to any claim, suit or action;. (ed) the The Board shall not proceed with any election unless the company Board has sufficient authority to allot shares and sufficient reserves or funds that may be capitalised, and the Board has authority to allot sufficient shares, appropriated to give effect to it after the basis of the allotment is determined;. (fe) the The Board may exclude from any offer or make other arrangements in relation to any holders of ordinary shares where the Board considers that believes the making of the offer to them or in respect of such shares would or might involve the contravention of the laws Laws of any territory or that for any other reason the offer should not be made to them or in respect of such shares;them. (gf) the Board may establish or vary a procedure for election mandates in respect of future rights of election and may determine that every duly effected election in respect of any ordinary shares shall be binding on every successor in title to the holder; (h) the The dividend (or that part of the dividend in respect of which a right of election has been offered) shall not be payable in cash on ordinary shares in respect of which an election has been duly made (the “elected ordinary shares”) and instead additional ordinary such number of new shares shall be allotted to the holders each holder of the elected ordinary shares as is arrived at on the basis stated in paragraph (a) of allotment determined as stated abovethis Article 40. 1. For such that purpose the Board may capitalise, shall appropriate out of any amount for the time being standing to the credit of any reserve or fund (including any share premium account without limitation the profit and loss account), whether or capital redemption reserve) or of any of the profits which could otherwise have been applied in paying dividends in cash as the Board may determinenot it is available for distribution, a sum equal to the aggregate nominal amount of the additional ordinary new shares to be allotted on such basis and apply it in paying up in full the appropriate number of unissued ordinary new shares for allotment and distribution to each holder of elected shares as is arrived at on the holders basis stated in paragraph (a) of the elected ordinary shares on such basis. The Board may do all acts and things considered necessary or expedient to give effect to any such capitalisation;this Article 40.1. (ig) the Board may decide how any costs relating to the The new shares available in place of a cash dividend will be met, including to deduct an amount from the entitlement of a holder of ordinary shares under this Article; (j) the additional ordinary shares so when allotted shall rank pari passu in all respects with each other and with the fully paid ordinary shares of the same class then in issue on except that they shall not be entitled to participate in the record date relevant dividend in lieu of which they were allotted. (h) No fraction of a share shall be allotted. The Board may make such provisions as it thinks fit for the dividend any fractional entitlements including without limitation payment in cash to holders in respect of which their fractional entitlements, provision for the right accrual, retention or accumulation of election has been offeredall or part of the benefit of fractional entitlements to or by the Company or to or by or on behalf of any holder or the application of any accrual, except that they will not rank for retention or accumulation to the allotment of fully paid shares to any dividend or other distribution or other entitlement which has been declared, paid or made by reference to such record date; andholder. (ki) the The Board may terminate, suspend, do all acts and things it considers necessary or amend expedient to give effect to the allotment and issue of any share pursuant to this Article 40.1 or otherwise in connection with any offer made pursuant to this Article 40.1 and may authorise any Person, acting on behalf of the right holders concerned, to elect enter into an agreement with the Company providing for such allotment or issue and incidental matters Any agreement made under such authority shall be effective and binding on all concerned. (j) The Board may, at its discretion, amend, suspend or terminate any offer pursuant to receive ordinary shares in lieu of any cash dividend at any time and generally may implement any scrip dividend scheme on such terms and conditions as the Board may determine and take such other action as the Board may deem necessary or desirable in respect of any such schemeabove.

Scrip dividends. 123.1 Subject to the ActStatutes, the Board may, if authorised by an ordinary resolution of the Company and subject to such terms and conditions as the Board may determineCompany, offer to any the holders of ordinary shares (excluding any member holding shares as treasury shares) the right to elect to receive new ordinary shares, credited as fully paid, instead of cash in respect of the whole for all or part (or some part, to be as determined by the Board) of any dividend specified by the ordinary resolutiondividend. The following provisions shall apply: (a) the said 123.1.1 an ordinary resolution may specify a particular dividenddividend or dividends, or may specify all or any dividends dividends, declared or paid within a specified period or periods period, but such period may not end later than the third anniversary of the date of the meeting at which the ordinary resolution is passed; (b) 123.1.2 the entitlement basis of allotment to each entitled holder of ordinary shares to new ordinary shares shall be such that the relevant number of new ordinary shares credited as fully paid as have a value of the entitlement shall be as nearly as possible equal to (but not greater than) the cash amount of the dividend (disregarding any tax credit) of which the dividend that such holder would have received by way of dividendhas elected to forgo. For this purpose relevant value purpose, the “value” of an ordinary share shall be calculated by reference deemed to be whichever is the greater of its nominal value and the average of the middle market quotations for the Company’s ordinary shares on the Exchange, for NASDAQ as derived from such source as the Board may deem appropriate on the day on which the ordinary shares are first quoted “ex” the relevant dividend and the four subsequent dealing days, days or in such other manner as may be determined by or in accordance with the Board may determine on such basis as it considers to be fair and reasonableordinary resolution. A certificate or report by the Company’s auditors Auditors as to the amount of the relevant value in respect of any dividend shall be conclusive evidence of that amount; (c) 123.1.3 no fraction of an ordinary share shall be allotted and if any holder of ordinary shares would otherwise be entitled to fractions of a share shall be allotted. The share, the Board may make such provisions deal with the fractions as it thinks fit for any fit, including determining that the whole or part of the benefit of fractional entitlements including provisions where, in whole will be disregarded or in part, the benefit accrues accrue to the Company and/or under which or that the value of fractional entitlements are accrued and/or retained and in each case will be accumulated on behalf of any a member (without entitlement to interest) and such accruals or retentions are applied in paying up new shares in connection with a subsequent offer by the Company of the right to the allotment by way receive shares instead of bonus to or cash subscription on behalf of any member of fully paid ordinary shares and/or provisions where cash payments may be made to members in respect of their fractional entitlementsa future dividend; (d) 123.1.4 the Board shallshall not proceed with any election unless the Company has sufficient reserves or funds which may be capitalised to give effect to the election following the Board’s determination of the basis of allotment; 123.1.5 on or as soon as practicable after announcing that the Board is to recommend or pay any dividend, after determining the Board, if it intends to offer an election for that dividend, shall also announce that intention and, having determined the basis of allotment, shall notify the entitled holders of ordinary shares (other than any in writing relation to whom an election mandate in accordance with this Article is subsisting) of the right of election offered to them, and shall send with, or following, such notification, forms of election and shall specify the procedure to be followed and place at which, and the latest date and time by which, elections duly completed forms of election must be lodged received in order to be effective. No such notice need to be given to holders of ordinary shares who have previously given election mandates in accordance with this Article and whose mandates have not been revoked. The accidental omission to give notice of any right of election to, or the non-receipt (even if the Company becomes aware of such non-receipt) of any such notice by, any holder of ordinary shares entitled to the same shall neither invalidate any offer of an election nor give rise to any claim, suit or action; (e) the Board shall not proceed with any election unless the company has sufficient reserves or funds that may be capitalised, and the Board has authority to allot sufficient shares, to give effect to it after the basis of the allotment is determined; (f) the Board may exclude from any offer or make other arrangements in relation to any holders of ordinary shares where the Board considers that the making of the offer to them or in respect of such shares would or might involve the contravention of the laws of any territory or that for any other reason the offer should not be made to them or in respect of such shares; (g) the Board may establish or vary a procedure for election mandates in respect of future rights of election and may determine that every duly effected election in respect of any ordinary shares shall be binding on every successor in title to the holder; (h) 123.1.6 the dividend (or that part of the dividend in respect of which a right of election has been offered) shall not be payable on ordinary shares in respect of which an election has been duly made (the “elected ordinary shares”) and instead additional ordinary shares shall be allotted to the holders of the elected ordinary shares on the basis of allotment determined as stated aboveso determined. For such purpose purpose, the Board may shall capitalise, out of any amount for the time being standing to the credit of any reserve or fund (including any share premium account the profit and loss account), whether or capital redemption reserve) or of any of the profits which could otherwise have been applied in paying dividends in cash not it is available for distribution, as the Board may determine, a sum equal to the aggregate nominal amount of the additional ordinary shares to be allotted on such that basis and apply it in paying up in full the appropriate number of unissued ordinary shares for allotment and distribution to the holders of the elected ordinary shares on such that basis. The Board may do all acts and things considered necessary or expedient to give effect to any such capitalisation; (i) the Board may decide how any costs relating to the new shares available in place of a cash dividend will be met, including to deduct an amount from the entitlement of a holder of ordinary shares under this Article; (j) 123.1.7 the additional ordinary shares so allotted shall be allotted as of the record date for the dividend for which the right of election has been offered and shall rank pari passu in all respects with each other and with the fully paid ordinary shares then in issue on the record date for the dividend in respect of which the right of election has been offered, except that they will not rank for any the dividend or other distribution or other entitlement in respect of which has they have been declared, paid or made by reference to such record date; and (k) issued. Unless the Board may terminateotherwise determines, suspend, or amend any offer of the right to elect to receive ordinary shares so allotted shall be issued as shares in certificated form (where the ordinary shares in lieu respect of which they have been allotted were in certificated form at the Scrip Record Time) or as shares in uncertificated form (where the ordinary shares in respect of which they have been allotted were in uncertificated form at the Scrip Record Time), provided that if the Company is unable to issue ordinary shares in uncertificated form to any cash dividend at any person, such shares shall be issued as shares in certificated form. For these purposes, the “Scrip Record Time” means such time and generally may implement any scrip dividend scheme on the record date for determining the entitlements of members to make elections as described in this Article, or on such terms and conditions other date as the Board may determine and take such other action as the Board may deem necessary or desirable in respect of any such schemeits absolute discretion determine.

Scrip dividends. Subject to the Act, the Board may, by ordinary resolution of the Company and subject to such terms and conditions as the 39.1 The Board may determine, offer to any holders holder of ordinary shares (excluding any member holding shares as treasury shares) the right to elect to receive ordinary shares, credited as fully paid, instead of cash in respect of the whole (or some part, to be determined by the Board) of all or any dividend specified by subject to the ordinary resolution. The following provisions shall applyterms and conditions: (a) the said resolution may specify a particular dividend, or may specify all or any dividends declared within a specified period or periods but such period may not end later than the third anniversary of the date of the meeting at which the ordinary resolution is passed; (b) the entitlement of each Each holder of ordinary shares to new ordinary shares shall be such entitled to that the relevant value number of the entitlement shall be new shares as are together as nearly as possible equal in value to (but not greater than) the cash amount (disregarding any tax credit) of the dividend that such holder would have received by way of dividenddividend but elects to forego (each a new share). For this purpose purpose, the value of each new share shall be: (i) equal to the average quotation for the relevant value shall be calculated by reference to shares in the capital of the Company, that is, the average of the middle market quotations closing prices for the ordinary those shares on the ExchangeNASDAQ or other exchange or quotation service on which the Company’s shares are listed or quoted as derived from such source as the Board may deem appropriate, for on the day on which the ordinary such shares are first quoted “ex” ex the relevant dividend and the four subsequent dealing business days, or ; or (ii) calculated in such any other manner as the Board may determine on such basis as it considers to fit; but shall never be fair and reasonableless than the par value of the new share. A certificate or report by the Company’s auditors as to the amount value of the relevant value a new share in respect of any dividend shall be conclusive evidence of that amount;value. (b) Each holder of shares shall only be entitled to new Ordinary Shares. (c) no fractions of a share shall On or as soon as possible after announcing that any dividend is to be allotted. The Board may make such provisions as it thinks fit for any fractional entitlements including provisions where, in whole declared or in partrecommended, the benefit accrues Board, if it intends to the Company and/or under which fractional entitlements are accrued and/or retained and in each case accumulated on behalf of any member and such accruals or retentions are applied to the allotment by way of bonus to or cash subscription on behalf of any member of fully paid ordinary shares and/or provisions where cash payments may be made to members offer an election in respect of their fractional entitlements; (d) the Board shallthat dividend, shall also announce that intention. If, after determining the basis of allotment, the Board decides to proceed with the offer, it shall notify the holders of ordinary shares in writing of the terms and conditions of the right of election offered to them, and specify specifying the procedure to be followed and place at which, and the latest time by which, elections or notices amending or terminating existing elections must be lodged delivered in order to be effective. No such notice need to be given to holders of ordinary shares who have previously given election mandates in accordance with this Article and whose mandates have not been revoked. The accidental omission to give notice of any right of election to, or the non-receipt (even if the Company becomes aware of such non-receipt) of any such notice by, any holder of ordinary shares entitled to the same shall neither invalidate any offer of an election nor give rise to any claim, suit or action;. (ed) the The Board shall not proceed with any election unless the company Board has sufficient authority to allot shares and sufficient reserves or funds that may be capitalised, and the Board has authority to allot sufficient shares, appropriated to give effect to it after the basis of the allotment is determined;. (fe) the The Board may exclude from any offer or make other arrangements in relation to any holders of ordinary shares where the Board considers that believes the making of the offer to them or in respect of such shares would or might involve the contravention of the laws of any territory or that for any other reason the offer should not be made to them or in respect of such shares;them. (gf) the Board may establish or vary a procedure for election mandates in respect of future rights of election and may determine that every duly effected election in respect of any ordinary shares shall be binding on every successor in title to the holder; (h) the The dividend (or that part of the dividend in respect of which a right of election has been offered) shall not be payable in cash on ordinary shares in respect of which an election has been duly made (elected ordinary shares) and instead additional ordinary shares shall be allotted to the holders of the elected ordinary shares on the basis of allotment determined as stated aboveelection 1. For such that purpose the Board may capitalise, shall appropriate out of any amount for the time being standing to the credit of any reserve or fund (including any share premium account without limitation the profit and loss account), whether or capital redemption reserve) or of any of the profits which could otherwise have been applied in paying dividends in cash as the Board may determinenot it is available for distribution, a sum equal to the aggregate nominal amount of the additional ordinary new shares to be allotted on such basis and apply it in paying up in full the appropriate number of unissued ordinary new shares for allotment and distribution to each holder of elected shares as is arrived at on the holders basis stated in paragraph (a) of the elected ordinary shares on such basis. The Board may do all acts and things considered necessary or expedient to give effect to any such capitalisation;this Article 39.1. (ig) the Board may decide how any costs relating to the The new shares available in place of a cash dividend will be met, including to deduct an amount from the entitlement of a holder of ordinary shares under this Article; (j) the additional ordinary shares so when allotted shall rank pari passu in all respects with each other and with the fully paid ordinary shares of the same class then in issue on except that they shall not be entitled to participate in the record date relevant dividend in lieu of which they were allotted. (h) No fraction of a share shall be allotted. The Board may make such provisions as it thinks fit for the dividend any fractional entitlements including without limitation payment in cash to holders in respect of which their fractional entitlements, provision for the right accrual, retention or accumulation of election has been offeredall or part of the benefit of fractional entitlements to or by the Company or to or by or on behalf of any holder or the application of any accrual, except that they will not rank for retention or accumulation to the allotment of fully paid shares to any dividend or other distribution or other entitlement which has been declared, paid or made by reference to such record date; andholder. (ki) the The Board may terminate, suspend, do all acts and things it considers necessary or amend expedient to give effect to the allotment and issue of any share pursuant to this Article 39.1 or otherwise in connection with any offer made pursuant to this Article 39.1 and may authorise any person, acting on behalf of the right holders concerned, to elect enter into an agreement with the Company providing for such allotment or issue and incidental matters Any agreement made under such authority shall be effective and binding on all concerned. (j) The Board may, at its discretion, amend, suspend or terminate any offer pursuant to receive ordinary shares in lieu of any cash dividend at any time and generally may implement any scrip dividend scheme on such terms and conditions as the Board may determine and take such other action as the Board may deem necessary or desirable in respect of any such schemeabove.

Scrip dividends. Subject to the Act, the Board The Directors may, if authorised by an ordinary resolution of the Company and subject to such terms and conditions as the Board may determineCompany, offer to any holders Holders of ordinary shares (excluding any member holding shares as treasury shares) Shares the right to elect to receive ordinary sharesShares, credited as fully paid, instead of cash in respect of the whole (or some part, to be determined by the BoardDirectors) of any dividend specified by the ordinary resolution. The following provisions shall apply:apply (subject always to the provisions of the Acts): (a) the said 110.1. An ordinary resolution may specify a particular dividend, or may specify all or any dividends declared within a specified period or periods period, but such period may not end later than the third anniversary beginning of the annual general meeting next following the date of the meeting at which the ordinary resolution is passed;. (b) the 2. The entitlement of each holder Holder of ordinary shares Shares to new ordinary shares Shares shall be such that the relevant value of the entitlement shall be as nearly as possible equal to (but not greater than) the cash amount (disregarding any tax credit) of the dividend that such holder would have received by way of dividendelects to forgo. For this purpose purpose, "relevant value value" shall be calculated by reference to the average of the middle market quotations for the ordinary shares on the Exchange, for the day on price at which the ordinary shares Shares are first quoted “ex” or dealt in (whether directly or indirectly by way of derivative securities) ex the relevant dividend and on NASDAQ or, in the four subsequent dealing daysevent that this shall in the opinion of the Directors, or be impracticable, in such other manner as the Board Directors may determine determine, taking into account, if appropriate, the price at which any recent dealing in the Shares (whether on such basis as it considers to be fair and reasonable. A certificate or report by the Company’s auditors as to the amount any of the relevant value Stock Exchanges or otherwise) took place. 3. On or as soon as practicable after announcing that the Company is to declare or recommend any dividend, the Directors, if they intend to offer an election in respect of any dividend that dividend, shall be conclusive evidence of also announce that amount; (c) no fractions of a share intention, and shall be allotted. The Board may make such provisions as it thinks fit for any fractional entitlements including provisions where, in whole or in part, the benefit accrues to the Company and/or under which fractional entitlements are accrued and/or retained and in each case accumulated on behalf of any member and such accruals or retentions are applied to the allotment by way of bonus to or cash subscription on behalf of any member of fully paid ordinary shares and/or provisions where cash payments may be made to members in respect of their fractional entitlements; (d) the Board shall, after determining the basis of allotment, if they decide to proceed with the offer, notify the holders Holders of ordinary shares Shares in writing of the right of election offered to them, them and specify the procedure to be followed and place at which, and the latest time by which, which elections must be lodged in order to be effective. No such notice need Any election by a Holder of Shares shall be binding on every successor in title to be given to holders the Shares in respect of ordinary shares who have previously given which the election mandates in accordance with this Article and whose mandates have not been revokedis made. 4. The accidental omission to give notice of any right of election to, or the non-receipt (even if the Company becomes aware of such non-receipt) of any such notice by, any holder of ordinary shares entitled to the same shall neither invalidate any offer of an election nor give rise to any claim, suit or action; (e) the Board Directors shall not proceed with any election unless the company Company has sufficient unissued Shares authorised for issue and sufficient reserves or funds that may be capitalised, and the Board has authority to allot sufficient shares, capitalised to give effect to it after the basis of the allotment is determined;. (f) the Board 5. The Directors may exclude from any offer or make other arrangements in relation to any holders Holders of ordinary shares Shares where the Board considers Directors believe that the making of the offer to them or in respect of such shares would or might involve the contravention of the laws of any territory or that for any other reason the offer should not be made to them or in respect of such shares; (g) the Board may establish or vary a procedure for election mandates in respect of future rights of election and may determine that every duly effected election in respect of any ordinary shares shall be binding on every successor in title to the holder; (h) the dividend (or that part of the dividend in respect of which a right of election has been offered) shall not be payable on ordinary shares in respect of which an election has been duly made (elected ordinary shares) and instead additional ordinary shares shall be allotted to the holders of the elected ordinary shares on the basis of allotment determined as stated above. For such purpose the Board may capitalise, out of any amount for the time being standing to the credit of any reserve or fund (including any share premium account or capital redemption reserve) or of any of the profits which could otherwise have been applied in paying dividends in cash as the Board may determine, a sum equal to the aggregate nominal amount of the additional ordinary shares to be allotted on such basis and apply it in paying up in full the appropriate number of unissued ordinary shares for allotment and distribution to the holders of the elected ordinary shares on such basis. The Board may do all acts and things considered necessary or expedient to give effect to any such capitalisation; (i) the Board may decide how any costs relating to the new shares available in place of a cash dividend will be met, including to deduct an amount from the entitlement of a holder of ordinary shares under this Article; (j) the additional ordinary shares so allotted shall rank pari passu in all respects with each other and with the fully paid ordinary shares in issue on the record date for the dividend in respect of which the right of election has been offered, except that they will not rank for any dividend or other distribution or other entitlement which has been declared, paid or made by reference to such record date; and (k) the Board may terminate, suspend, or amend any offer of the right to elect to receive ordinary shares in lieu of any cash dividend at any time and generally may implement any scrip dividend scheme on such terms and conditions as the Board may determine and take such other action as the Board may deem necessary or desirable in respect of any such schemethem.

Scrip dividends. Subject to the Act, the Board may, by ordinary resolution of the Company and subject to such terms and conditions as the 39.1 The Board may determine, offer to any holders holder of ordinary shares (excluding any member holding shares as treasury shares) the right to elect to receive ordinary shares, credited as fully paid, instead of cash in respect of the whole (or some part, to be determined by the Board) of all or any dividend specified by subject to the ordinary resolution. The following provisions shall applyterms and conditions: (a) the said resolution may specify a particular dividend, or may specify all or any dividends declared within a specified period or periods but such period may not end later than the third anniversary of the date of the meeting at which the ordinary resolution is passed; (b) the entitlement of each Each holder of ordinary shares to new ordinary shares shall be such entitled to that the relevant value number of the entitlement shall be new shares as are together as nearly as possible equal in value to (but not greater than) the cash amount (disregarding any tax credit) of the dividend that such holder would have received by way of dividenddividend but elects to forego (each a new share). For this purpose purpose, the value of each new share shall be: (i) equal to the average quotation for the relevant value shall be calculated by reference to shares in the capital of the Company, that is, the average of the middle market quotations closing prices for the ordinary those shares on the ExchangeNYSE or, for if an NYSE quote is not available, Euronext or, if neither NYSE nor Euronext quotes are available, other exchange or quotation service on which the Company’s shares are listed or quoted as derived from such source as the Board may deem appropriate, on the day on which the ordinary such shares are first quoted “ex” ex the relevant dividend and the four subsequent dealing business days, or ; or (ii) calculated in such any other manner as the Board may determine on such basis as it considers to fit; but shall never be fair and reasonableless than the par value of the new share. A certificate or report by the Company’s auditors as to the amount value of the relevant value a new share in respect of any dividend shall be conclusive evidence of that amount;value. (b) Each holder of shares shall only be entitled to new Ordinary Shares. (c) no fractions of a share shall On or as soon as possible after announcing that any dividend is to be allotted. The Board may make such provisions as it thinks fit for any fractional entitlements including provisions where, in whole declared or in partrecommended, the benefit accrues Board, if it intends to the Company and/or under which fractional entitlements are accrued and/or retained and in each case accumulated on behalf of any member and such accruals or retentions are applied to the allotment by way of bonus to or cash subscription on behalf of any member of fully paid ordinary shares and/or provisions where cash payments may be made to members offer an election in respect of their fractional entitlements; (d) the Board shallthat dividend, shall also announce that intention. If, after determining the basis of allotment, the Board decides to proceed with the offer, it shall notify the holders of ordinary shares in writing of the terms and conditions of the right of election offered to them, and specify specifying the procedure to be followed and place at which, and the latest time by which, elections or notices amending or terminating existing elections must be lodged delivered in order to be effective. No such notice need to be given to holders of ordinary shares who have previously given election mandates in accordance with this Article and whose mandates have not been revoked. The accidental omission to give notice of any right of election to, or the non-receipt (even if the Company becomes aware of such non-receipt) of any such notice by, any holder of ordinary shares entitled to the same shall neither invalidate any offer of an election nor give rise to any claim, suit or action;. (ed) the The Board shall not proceed with any election unless the company Board has sufficient authority to allot shares and sufficient reserves or funds that may be capitalised, and the Board has authority to allot sufficient shares, appropriated to give effect to it after the basis of the allotment is determined;. (fe) the The Board may exclude from any offer or make other arrangements in relation to any holders of ordinary shares where the Board considers that believes the making of the offer to them or in respect of such shares would or might involve the contravention of the laws Laws of any territory or that for any other reason the offer should not be made to them or in respect of such shares;them. (gf) the Board may establish or vary a procedure for election mandates in respect of future rights of election and may determine that every duly effected election in respect of any ordinary shares shall be binding on every successor in title to the holder; (h) the The dividend (or that part of the dividend in respect of which a right of election has been offered) shall not be payable in cash on ordinary shares in respect of which an election has been duly made (the elected ordinary sharesOrdinary Shares) and instead additional ordinary such number of new shares shall be allotted to the holders each holder of the elected ordinary shares Ordinary Shares as is arrived at on the basis stated in paragraph (a) of allotment determined as stated abovethis Article 39. 1. For such that purpose the Board may capitalise, shall appropriate out of any amount for the time being standing to the credit of any reserve or fund (including any share premium account without limitation the profit and loss account), whether or capital redemption reserve) or of any of the profits which could otherwise have been applied in paying dividends in cash as the Board may determinenot it is available for distribution, a sum equal to the aggregate nominal amount of the additional ordinary new shares to be allotted on such basis and apply it in paying up in full the appropriate number of unissued ordinary new shares for allotment and distribution to each holder of elected shares as is arrived at on the holders basis stated in paragraph (a) of the elected ordinary shares on such basis. The Board may do all acts and things considered necessary or expedient to give effect to any such capitalisation;this Article 39.1. (ig) the Board may decide how any costs relating to the The new shares available in place of a cash dividend will be met, including to deduct an amount from the entitlement of a holder of ordinary shares under this Article; (j) the additional ordinary shares so when allotted shall rank pari passu in all respects with each other and with the fully paid ordinary shares of the same class then in issue on except that they shall not be entitled to participate in the record date relevant dividend in lieu of which they were allotted. (h) No fraction of a share shall be allotted. The Board may make such provisions as it thinks fit for the dividend any fractional entitlements including without limitation payment in cash to holders in respect of which their fractional entitlements, provision for the right accrual, retention or accumulation of election has been offeredall or part of the benefit of fractional entitlements to or by the Company or to or by or on behalf of any holder or the application of any accrual, except that they will not rank for retention or accumulation to the allotment of fully paid shares to any dividend or other distribution or other entitlement which has been declared, paid or made by reference to such record date; andholder. (ki) the The Board may terminate, suspend, do all acts and things it considers necessary or amend expedient to give effect to the allotment and issue of any share pursuant to this Article 39.1 or otherwise in connection with any offer made pursuant to this Article 39.1 and may authorise any Person, acting on behalf of the right holders concerned, to elect enter into an agreement with the Company providing for such allotment or issue and incidental matters Any agreement made under such authority shall be effective and binding on all concerned. (j) The Board may, at its discretion, amend, suspend or terminate any offer pursuant to receive ordinary shares in lieu of any cash dividend at any time and generally may implement any scrip dividend scheme on such terms and conditions as the Board may determine and take such other action as the Board may deem necessary or desirable in respect of any such schemeabove.