Annual Report for the year ended 31 December 2008

ights and obligations attaching to shares
general – subject to relevant statutory provisions and shareholders’
rights, shares may be issued with such rights or restrictions, whether in
regard to dividend, return on capital, voting or otherwise as the
Company may decide by ordinary resolution of its shareholders.
voting – subject to relevant statutory provisions and the provisions of
the Articles of Association and to any special rights or restrictions as to
voting attached to any class of shares in the Company (of which there
are none) on a show of hands, every member present in person shall
have one vote and on a poll every member who is present in person or
by proxy shall have one vote for every share of which he or she is the
holder. proxies may vote on a show of hands.
No member shall be entitled to vote at any general meeting in respect of
any shares held by him or her if any call or other sum then payable by
him or her in respect of that share remains unpaid. Currently all issued
shares are fully paid.
deadlines for voting rights – Full details of the deadlines for exercising
voting rights in respect of the resolutions to be considered at the Annual
General Meeting to be held on 19 May 2009 are set out in the Notice of
Meeting and accompanying Form of proxy.
dividends and distributions – subject to the provisions of the relevant
legislation, the Company may, by ordinary resolution, declare a dividend
to be paid to the members, but no dividend shall exceed the amount
recommended by the Board. The Board may pay interim dividends and
any fixed rate dividend, as appear to them to be justified by the profits of
the Company. All dividends shall be apportioned and paid pro rata
according to the amounts paid up on the shares.
liquidation – under the Articles of Association, if the Company is in
liquidation, the liquidator may, with the authority of an extraordinary
resolution of the Company and any other authority required by the
relevant legislation divide among the members in specie the whole or
any part of the assets of the Company, or vest any part of the assets in
trustees upon such trusts for the benefit of members as the liquidator,
with this authority, sees fit.
Transfer of shares – subject to the Articles of Association any member
may transfer all or any of his or her certificated shares by an instrument
of transfer in any usual form or in any other form which the Board may
approve. The Board may, in its absolute discretion and without giving
any reason, decline to register any instrument of transfer of a
certificated share which is not a fully paid share or on which the
Company has a lien. The Board may also decline to register a transfer of
a certificated share unless the instrument of transfer is left at the office,
or such other place as the Board may decide, for registration; and
accompanied by the certificate for the shares to be transferred and such
other evidence (if any) as the Board may reasonably require to prove the
title of the intending transferor or his or her right to transfer the shares.
Any class of shares in the Company may be held in uncertificated form
and, subject to the Articles of Association, title to uncertificated shares
may be transferred by means of a relevant system. Registration of a
transfer of an uncertificated share may be refused where permitted by
the relevant legislation.
direcTors' reporT CONTiNuED
for The year ended 31 december
22 THE EvOluTiON GROup plC ANNuAl REpORT & ACCOuNTs 2008
appointment and replacement of directors – Directors shall be no less
than 2 and no more than 15 in number. Directors may be appointed by
the Company by ordinary resolution or by the Board. A Director appointed
by the Board holds office until the next Annual General Meeting and is
then eligible for election by the shareholders. The Board may from time
to time appoint one or more Directors to hold employment or executive
office for such period subject to the relevant legislation and on such terms
as they may determine and may revoke or terminate any such appointment.
At every Annual General Meeting of the Company, any Director in office
who has been appointed by the Board since the previous Annual General
Meeting shall retire from office and shall be eligible for re-election by the
shareholders. in addition not less than one-third of the remaining Directors
shall retire from office and be eligible for re-election. The Directors that
must retire shall be those that have been longest in office since their last
retirement at the date of the Notice of Annual General Meeting. The Company
may by extraordinary resolution (or by ordinary resolution of which
special notice has been given) remove, and the Board may by unanimous
decision, remove any Director before the expiration of his term of office.
The office of Director shall be vacated if (not being an Executive Director
whose contract precludes resignation) he resigns his office by notice in
writing left at the registered office of the Company; he becomes bankrupt
or has a receiving order made against him or compounds with his
creditors; he becomes of unsound mind or a patient for any purpose of
any statute relating to mental health and the Directors resolve that his
office should be vacated; if he is absent from meetings of the Directors
for 6 months without leave, and his alternate Director (if any) does not
during that period attend in his stead, and the Directors resolve that his
office should be vacated; if he is removed or becomes prohibited from
being a Director under any provision of the relevant legislation or if he is
requested in writing by all the other Directors to resign his office.
powers of the directors – The business of the Company will be managed
by the Board who may exercise the powers of the Company, subject to the
provisions of the Company’s Memorandum of Association, the Articles
of Association, relevant legislation and any extraordinary resolution of
the Company.
shares held by The evolution group plc employees’ share Trust
(the “Trust”) – in accordance with the rules of the Trust Deed relating
to the Trust, the trustees shall be obliged to waive all voting rights in
connection with shares held in the Trust save where they are held by
the trustees as bare trustees on behalf of beneficiaries.
statement of directors’ responsibilities
The following statement, which should be read in conjunction with
the independent Auditors Report set out on page 39, is made with
a view to distinguishing for shareholders the respective responsibilities
of the Directors and of the independent auditors in relation to the
Financial statements.
The Directors are responsible for preparing the Annual Report, the
Directors’ Remuneration Report and the Financial statements in
accordance with applicable law and regulations.
Company law requires the Directors to prepare Financial statements
for each financial year. under that law the Directors have prepared the
Group and parent Company Financial statements in accordance with
international Financial Reporting standards (iFRss) as adopted by the
European union. The Financial statements are required by law to give a
true and fair view of the state of affairs of the Company and the Group
and of the profit or loss of the Company and Group for that period.