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Classification: General
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share at the time of forfeiture or surrender or for any consideration received on its
disposal.
SEAL
109.
Seal
(1)
The Company may exercise the powers conferred by the Statutes with regard to having
official seals and those powers shall be vested in the board.
(2)
The board shall provide for the safe custody of every seal of the Company.
(3)
A seal shall be used only by the authority of the board or a duly authorised committee but
that authority may consist of an instruction or approval given in hard copy form or in
electronic form by a majority of the directors or of the members of a duly authorised
committee.
(4)
The board may determine who shall sign any instrument to which a seal is applied, either
generally or in relation to a particular instrument or type of instrument, and may also
determine, either generally or in any particular case, that such signatures shall be
dispensed with or affixed by mechanical means.
(5)
Unless otherwise decided by the board:
(a)
certificates for shares, debentures or other securities of the Company issued under
seal need not be signed; and
(b)
every other instrument to which a seal is applied shall be signed by at least one
director and the secretary or by at least two directors or by one director in the
presence of a witness who attests the signature.
DIVIDENDS AND DISTRIBUTIONS
110.
Distributions
(1)
The board may authorise and pay distributions at any time in accordance with the
Statutes.
(2)
In addition to the powers conferred on the board by paragraph
(1),subject to the
provisions of the Statutes and these articles, a distribution may be declared and paid as a
dividend. A distribution declared and paid in accordance with the provisions of articles 111
or 112 and identified as a dividend shall be a dividend.
111.
Declaration of dividends by the Company
Subject to the provisions of the Law, the Company may, by ordinary resolution, declare a
dividend to be paid to the members, according to their respective rights and interests, and
may fix the time for payment of such dividend, but no dividend shall exceed the amount
recommended by the board.
112.
Fixed and interim dividends
Subject to the provisions of the Law, the board may pay such interim dividends as appear
to the board to be justified by the financial position of the Company and may also pay any
dividend payable at a fixed rate at intervals settled by the board whenever the financial
position of the Company, in the opinion of the board, justifies its payment. If the board
acts in good faith, none of the directors shall incur any liability to the holders of shares
conferring preferred rights for any loss such holders may suffer in consequence of the
lawful payment of an interim dividend on any shares having non-preferred or deferred
rights.