FORESIGHT 4 VCT PLC - Foresight Group

certificates and any other evidence as the Directors may reasonably require to show the
right of the transferor to make the transfer
(3) No transfer will be registered where a member, or any other person appearing to be
interested in the shares held by him has been served with a notice under Section 793 of
CA 2006 and, at the end of the prescribed period, is in default in supplying the
information thereby required provided that those shares represent at least 0.25%
(calculated exclusively of treasury shares) in nominal value of the issued shares of any
class and subject to the exceptions specified in the Articles relating to the disclosure of
interests. Restrictions on transfers do not apply to a sale to a bona fide, unconnected,
third party.
3.5 Dividends and Other Payments
(i) Declaration of Dividends
(1) The Company may by ordinary resolution and subject to the provisions of CA 2006 and
the Articles declare dividends to be paid to members according to their respective rights
and interest in the profit of the Company, provided that no dividend shall exceed the
amount recommended by the Directors.
(2) The Directors may pay interim dividends and also any fixed rate if it appears to them
that they are justified in so doing by the profits of the Company available for distribution.
(ii) Entitlement to Dividends
(1) Except as otherwise provided by the rights that attach to any class of share, dividends
shall be apportioned and paid pro rata according to the amounts paid up on the shares
in respect of which the dividend is paid (except where those amounts are paid up in
advance of calls).
(2) If any dividend remains unclaimed after a period of 12 years from the date of the
declaration of that dividend, it shall be forfeited and shall revert to the Company.
(3) The Directors may, with the prior authority of an ordinary resolution of the Company,
subject to such terms and conditions as the Directors may determine, offer to holders of
shares the right to elect to receive shares credited as fully paid, instead of the whole (or
some part, to be determined by the Directors) of any dividend specified by the ordinary
resolution.
3.6 Borrowing Powers
(i) The Directors may exercise all the powers of the Company to borrow money and to mortgage
and charge its undertaking, property and assets (present and future) and uncalled capital
and, subject to CA 2006, to issue debentures and other securities whether outright or as
collateral security for any debt, liability or obligation of the Company or of any third party.
(ii) The Directors shall restrict the borrowings of the Company and exercise all voting and other
rights or powers of control exercisable by the Company in relation to its subsidiary
undertakings (if any) so as to secure (but as regards subsidiary undertakings only insofar as
by such exercise the Directors can secure) that the aggregate amount for the time being
outstanding of all borrowings by the group (excluding money owed by any member of the
group to any other member of the group) shall not without the previous sanction of an ordinary
resolution of the Company exceed an amount equal to 0.5 times the Adjusted Capital and
Reserves (as defined in 3.6(iii) below).
(iii) The expression ‘‘Adjusted Capital and Reserves’’ means, as shown by a consolidation of the
then latest audited balance sheet of the Company or (as the case may be) the then latest
audited balance sheet of the group but subject to deductions and adjustments set out in the
articles of association of the Company, a sum equal to the aggregate of (a) the amount paid
up on the issued share capital of the Company; and (b) the amount standing to the credit of
the capital and revenue reserves (or, if the Company has subsidiary undertakings, the
consolidated capital and revenue reserves of the group) including without limitation any share
premium account, capital redemption reserve, revaluation reserve, merger reserve and credit
balance on profit and loss account.
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