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6.
Variation of Rights
6.1
Whenever different classes of shares in the capital of the Company are in issue, the special
rights attached to any class, unless otherwise provided by the terms of issue of the shares
of that class, may be varied or abrogated, either whilst the Company is a going concern or
during or in contemplation of a winding up, with the consent in writing of the holders of
the majority of the issued shares of that class, or with the sanction of a resolution passed
at a separate meeting of the holders of shares of that class, but not otherwise. To every
such separate meeting all the provisions of these Articles and of the Law relating to
general meetings of the Company or to the proceedings thereat shall apply, mutatis
mutandis, except that the necessary quorum shall be two persons holding or representing
at least one-third in nominal amount of the issued shares of that class but so that if at any
adjourned meeting of such holders a quorum as above defined is not present, those
holders who are present in person shall be a quorum.
6.2
The special rights conferred upon the holders of any class of shares issued with preferred
or other special rights shall be deemed to be varied by the reduction of the capital paid up
on such shares and by the creation of further shares ranking in priority thereto, but shall
not (unless otherwise expressly provided by these Articles or by the conditions of issue of
such shares) be deemed to be varied by the creation or issue of further shares ranking
after or pari passu therewith.
7.
Share Certificates
7.1
Every Member shall be entitled:
(a)
without payment, to one certificate for all his shares of each class and, when part
only of the shares comprised in a certificate is sold or transferred, to a new
certificate for the remainder of the shares so comprised;
(b)
upon payment of such sum for each certificate as the board shall from time to time
determine, to several certificates each for one or more of his shares of any class;
or
(c)
if he transfers part of the shares represented by a certificate in his name, or elects
to hold part in uncertificated form, to receive a new certificate for the balance of
those shares.
7.2
A share certificate may be issued under seal (by affixing the seal to, or printing the seal or
a representation of it on, the certificate) or executed or authenticated in such manner as
the board may from time to time determine, either generally or in any particular case
(which may include any signature being applied mechanically or electronically or by any
one Director in the presence of a witness who attests the signature). A share certificate
shall specify the number and class of the shares to which it relates and the amount or
respective amounts paid up on the shares.
7.3
In respect of a share held jointly by several persons, the Company shall not be bound to
issue more than one certificate, and delivery of a certificate for a share to one of several
joint holders shall be sufficient delivery to all such holders.
7.4
If a share certificate is defaced, damaged, lost or destroyed, it may be renewed on
payment of such fee and on such terms (if any) as to evidence and indemnity and the
payment of out-of-pocket expenses of the Company in relation thereto as the board thinks
fit.
8.
Uncertificated shares - general powers
8.1
Subject to the Law and the Uncertificated Securities Order, the board may permit any class
of shares to be held in uncertificated form and to be transferred by means of a relevant
system and may revoke any such permission.
8.2
In relation to any share which is for the time being held in uncertificated form:
