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Classification: General

4

equity security

...

means a relevant share (other than a share

shown in the Memorandum of Association to

have been taken by a subscriber to the

Memorandum of Association or a bonus share)

or a right to subscribe for, or to convert

securities into relevant shares in the Company.

For the avoidance of doubt any reference to the

allotment of equity securities includes the grant

of such a right but not the allotment of shares

pursuant to such a right;

fully paid

...

means fully paid as to the subscription price for

which the relevant share is issued;

hard copy form

...

means information sent or supplied in paper

copy or similar form capable of being read;

holder

...

in relation to any share, means the member

whose name is entered in the register as the

holder of that share;

independent director

...

means a non-executive director who is

independent in accordance with the provisions of

the UKCGC;

interest

...

means an interest of any kind whatsoever in

relation to shares, including but not limited to:

(i)

an interest which arises as a result of

entry into a contract for the purchase of

the shares in question (whether for cash

or other consideration);

(ii)

the interest a person has in shares of

which he is not the registered holder,

but for which he is entitled to exercise

any right conferred by the holding of the

shares or is entitled to control the

exercise of any such right; and

(iii)

the interest a person has in shares if,

otherwise than by virtue of having an

interest under a trust: (A) he has a right

to call for delivery of the shares to

himself or to his order; or (B) he has a

right to acquire an interest in shares or

is under an obligation to take an interest

in shares, whether in any case the right

or obligation is conditional or absolute.

For the purposes of this definition of

interest

,

persons having a joint interest are treated as

each having that interest and a person is

deemed to be entitled to exercise or control the

exercise of any right conferred by the holding of

shares if he:

I.

has a right (whether subject to

conditions or not) the exercise of which

would make him so entitled; or