Common use of Scrip dividends Clause in Contracts

Scrip dividends. 40.1 The Board may offer any holder of shares the right to elect to receive shares, credited as fully paid, instead of cash in respect of the whole (or some part, to be determined by the Board) of all or any dividend subject to the following terms and conditions: (a) Each holder of shares shall be entitled to that number of new shares as are together as nearly as possible equal in value to (but not greater than) the cash amount (disregarding any tax credit) of the dividend that such holder would have received by way of dividend but elects to forego (each a new share). For this purpose, the value of each new share shall be: (i) equal to the average quotation for the relevant shares in the capital of the Company, that is, the average of the closing prices for those shares on the Exchange as derived from such source as the Board may deem appropriate, on the day on which such shares are first quoted ex the relevant dividend and the four subsequent business days; or (ii) calculated in any other manner the Board considers fit; but shall never be less than the par value of the new share. A certificate or report by the auditors as to the value of a new share in respect of any dividend shall be conclusive evidence of that value. (b) Each holder of shares shall only be entitled to new Company Ordinary Shares. (c) On or as soon as possible after announcing that any dividend is to be declared or recommended, the Board, if it intends to offer an election in respect of that dividend, shall also announce that intention. If, after determining the basis of allotment, the Board decides to proceed with the offer, it shall notify the holders of shares of the terms and conditions of the right of election offered to them, specifying the procedure to be followed and place at which, and the latest time by which, elections or notices amending or terminating existing elections must be delivered in order to be effective. (d) The Board shall not proceed with any election unless the Board has sufficient authority to allot shares and sufficient reserves or funds that may be appropriated to give effect to it after the basis of allotment is determined. (e) The Board may exclude from any offer any holders of shares where the Board believes the making of the offer to them would or might involve the contravention of the Laws of any territory or that for any other reason the offer should not be made to them. (f) The dividend (or that part of the dividend in respect of which a right of election has been offered) shall not be payable in cash on shares in respect of which an election has been made (the “elected ordinary shares”) and instead such number of new shares shall be allotted to each holder of elected ordinary shares as is arrived at on the basis stated in paragraph (a) of this Article 40. 1. For that purpose the Board shall appropriate out of any amount for the time being standing to the credit of any reserve or fund (including without limitation the profit and loss account), whether or not it is available for distribution, a sum equal to the aggregate nominal amount of the new shares to be allotted and apply it in paying up in full the appropriate number of new shares for allotment and distribution to each holder of elected shares as is arrived at on the basis stated in paragraph (a) of this Article 40.1. (g) The new shares when allotted shall rank pari passu in all respects with the fully paid shares of the same class then in issue except that they shall not be entitled to participate in the relevant dividend in lieu of which they were allotted. (h) No fraction of a share shall be allotted. The Board may make such provisions as it thinks fit for any fractional entitlements including without limitation payment in cash to holders in respect of their fractional entitlements, provision for the accrual, retention or accumulation of all or part of the benefit of fractional entitlements to or by the Company or to or by or on behalf of any holder or the application of any accrual, retention or accumulation to the allotment of fully paid shares to any holder. (i) The Board may do all acts and things it considers necessary or expedient to give effect to the allotment and issue of any share pursuant to this Article 40.1 or otherwise in connection with any offer made pursuant to this Article 40.1 and may authorise any Person, acting on behalf of the holders concerned, to enter into an agreement with the Company providing for such allotment or issue and incidental matters Any agreement made under such authority shall be effective and binding on all concerned. (j) The Board may, at its discretion, amend, suspend or terminate any offer pursuant to the above.

Scrip dividends. 40.1 The Subject to the Act, the Board may, by ordinary resolution of the Company and subject to such terms and conditions as the Board may determine, offer to any holder holders of ordinary shares (excluding any member holding shares as treasury shares) the right to elect to receive ordinary shares, credited as fully paid, instead of cash in respect of the whole (or some part, to be determined by the Board) of all or any dividend subject to specified by the ordinary resolution. The following terms and conditionsprovisions shall apply: (a) Each the said resolution may specify a particular dividend, or may specify all or any dividends declared within a specified period or periods but such period may not end later than the third anniversary of the date of the meeting at which the ordinary resolution is passed; (b) the entitlement of each holder of ordinary shares to new ordinary shares shall be entitled to such that number the relevant value of new shares as are together the entitlement shall be as nearly as possible equal in value to (but not greater than) the cash amount (disregarding any tax credit) of the dividend that such holder would have received by way of dividend but elects to forego (each a new share)dividend. For this purpose, the purpose relevant value of each new share shall be: (i) equal be calculated by reference to the average quotation for the relevant shares in the capital of the Company, that is, the average of the closing prices middle market quotations for those the ordinary shares on the Exchange as derived from such source as the Board may deem appropriateExchange, on for the day on which such the ordinary shares are first quoted ex “ex” the relevant dividend and the four subsequent business dealing days; or (ii) calculated , or in any such other manner as the Board may determine on such basis as it considers fit; but shall never to be less than the par value of the new sharefair and reasonable. A certificate or report by the Company’s auditors as to the amount of the relevant value of a new share in respect of any dividend shall be conclusive evidence of that value. (b) Each holder of shares shall only be entitled to new Company Ordinary Shares.amount; (c) On no fractions of a share shall be allotted. The Board may make such provisions as it thinks fit for any fractional entitlements including provisions where, in whole or as soon as possible after announcing that any dividend is to be declared or recommendedin part, the Board, if it intends benefit accrues to offer an election the Company and/or under which fractional entitlements are accrued and/or retained and in each case accumulated on behalf of any member and such accruals or retentions are applied to the allotment by way of bonus to or cash subscription on behalf of any member of fully paid ordinary shares and/or provisions where cash payments may be made to members in respect of that dividend, shall also announce that intention. Iftheir fractional entitlements; (d) the Board shall, after determining the basis of allotment, the Board decides to proceed with the offer, it shall notify the holders of ordinary shares of the terms and conditions in writing of the right of election offered to them, specifying and specify the procedure to be followed and place at which, and the latest time by which, elections or notices amending or terminating existing elections must be delivered lodged in order to be effective.. No such notice need to be given to holders of ordinary shares who have previously given election mandates in accordance with this Article and whose mandates have not been revoked. The accidental omission to give notice of any right of election to, or the non-receipt (even if the Company becomes aware of such non-receipt) of any such notice by, any holder of ordinary shares entitled to the same shall neither invalidate any offer of an election nor give rise to any claim, suit or action; (de) The the Board shall not proceed with any election unless the Board company has sufficient authority to allot shares and sufficient reserves or funds that may be appropriated capitalised, and the Board has authority to allot sufficient shares, to give effect to it after the basis of the allotment is determined.; (ef) The the Board may exclude from any offer or make other arrangements in relation to any holders of ordinary shares where the Board believes considers that the making of the offer to them or in respect of such shares would or might involve the contravention of the Laws laws of any territory or that for any other reason the offer should not be made to them.them or in respect of such shares; (fg) The the Board may establish or vary a procedure for election mandates in respect of future rights of election and may determine that every duly effected election in respect of any ordinary shares shall be binding on every successor in title to the holder; (h) the dividend (or that part of the dividend in respect of which a right of election has been offered) shall not be payable in cash on ordinary shares in respect of which an election has been duly made (the “elected ordinary shares”) and instead such number of new additional ordinary shares shall be allotted to each holder the holders of the elected ordinary shares as is arrived at on the basis of allotment determined as stated in paragraph (a) of this Article 40. 1above. For that such purpose the Board shall appropriate may capitalise, out of any amount for the time being standing to the credit of any reserve or fund (including without limitation any share premium account or capital redemption reserve) or of any of the profit and loss account), whether or not it is available for distributionprofits which could otherwise have been applied in paying dividends in cash as the Board may determine, a sum equal to the aggregate nominal amount of the new additional ordinary shares to be allotted on such basis and apply it in paying up in full the appropriate number of new unissued ordinary shares for allotment and distribution to each the holders of the elected ordinary shares on such basis. The Board may do all acts and things considered necessary or expedient to give effect to any such capitalisation; (i) the Board may decide how any costs relating to the new shares available in place of a cash dividend will be met, including to deduct an amount from the entitlement of a holder of elected ordinary shares as is arrived at on the basis stated in paragraph (a) of under this Article 40.1.Article; (gj) The new the additional ordinary shares when so allotted shall rank pari passu in all respects with each other and with the fully paid ordinary shares of the same class then in issue on the record date for the dividend in respect of which the right of election has been offered, except that they shall will not be entitled rank for any dividend or other distribution or other entitlement which has been declared, paid or made by reference to participate in such record date; and (k) the relevant dividend Board may terminate, suspend, or amend any offer of the right to elect to receive ordinary shares in lieu of which they were allotted. (h) No fraction of a share shall be allotted. The any cash dividend at any time and generally may implement any scrip dividend scheme on such terms and conditions as the Board may make determine and take such provisions other action as it thinks fit for any fractional entitlements including without limitation payment in cash to holders the Board may deem necessary or desirable in respect of their fractional entitlements, provision for the accrual, retention or accumulation of all or part of the benefit of fractional entitlements to or by the Company or to or by or on behalf of any holder or the application of any accrual, retention or accumulation to the allotment of fully paid shares to any holdersuch scheme. (i) The Board may do all acts and things it considers necessary or expedient to give effect to the allotment and issue of any share pursuant to this Article 40.1 or otherwise in connection with any offer made pursuant to this Article 40.1 and may authorise any Person, acting on behalf of the holders concerned, to enter into an agreement with the Company providing for such allotment or issue and incidental matters Any agreement made under such authority shall be effective and binding on all concerned. (j) The Board may, at its discretion, amend, suspend or terminate any offer pursuant to the above.

Scrip dividends. 40.1 The 123.1 Subject to the Statutes, the Board may may, if authorised by an ordinary resolution of the Company, offer any holder the holders of ordinary shares the right to elect to receive new ordinary shares, credited as fully paid, instead of cash in respect of the whole for all or part (or some part, to be as determined by the Board) of any dividend. The following provisions shall apply: 123.1.1 an ordinary resolution may specify a particular dividend or dividends, or may specify all or any dividend subject dividends, declared or paid within a specified period, but such period may not end later than the third anniversary of the date of the meeting at which the ordinary resolution is passed; 123.1.2 the basis of allotment to the following terms and conditions: (a) Each each entitled holder of ordinary shares shall be entitled to that such number of new ordinary shares credited as are together fully paid as have a value as nearly as possible equal in value to (but not greater than) the cash amount of the dividend (disregarding any tax credit) of which the dividend that such holder would have received by way of dividend but elects has elected to forego (each a new share)forgo. For this purpose, the value “value” of each new an ordinary share shall be: (i) equal be deemed to be whichever is the average quotation for the relevant shares in the capital greater of the Company, that is, its nominal value and the average of the closing prices middle market quotations for those the Company’s ordinary shares on the Exchange NASDAQ as derived from such source as the Board may deem appropriate, appropriate on the day on which such the shares are first quoted ex “ex” the relevant dividend and the four subsequent business days; or (ii) calculated dealing days or in any such other manner as may be determined by or in accordance with the Board considers fit; but shall never be less than the par value of the new shareordinary resolution. A certificate or report by the auditors Auditors as to the amount of the value of a new share in respect of any dividend shall be conclusive evidence of that value.amount; (b) Each 123.1.3 no fraction of an ordinary share shall be allotted and if any holder of ordinary shares shall only would otherwise be entitled to fractions of a share, the Board may deal with the fractions as it thinks fit, including determining that the whole or part of the benefit of fractional entitlements will be disregarded or accrue to the Company or that the value of fractional entitlements will be accumulated on behalf of a member (without entitlement to interest) and applied in paying up new shares in connection with a subsequent offer by the Company Ordinary Shares.of the right to receive shares instead of cash in respect of a future dividend; (c) On 123.1.4 the Board shall not proceed with any election unless the Company has sufficient reserves or funds which may be capitalised to give effect to the election following the Board’s determination of the basis of allotment; 123.1.5 on or as soon as possible practicable after announcing that any dividend the Board is to be declared recommend or recommendedpay any dividend, the Board, if it intends to offer an election in respect of for that dividend, shall also announce that intention. Ifintention and, after determining having determined the basis of allotment, the Board decides to proceed with the offer, it shall notify the entitled holders of ordinary shares of the terms and conditions (other than any in relation to whom an election mandate in accordance with this Article is subsisting) of the right of election offered to them, specifying and shall send with, or following, such notification, forms of election and shall specify the procedure to be followed and place at which, and the latest date and time by which, elections or notices amending or terminating existing elections duly completed forms of election must be delivered received in order to be effective.; (d) The Board shall not proceed with any election unless 123.1.6 the Board has sufficient authority to allot shares and sufficient reserves or funds that may be appropriated to give effect to it after the basis of allotment is determined. (e) The Board may exclude from any offer any holders of shares where the Board believes the making of the offer to them would or might involve the contravention of the Laws of any territory or that for any other reason the offer should not be made to them. (f) The dividend (or that part of the dividend in respect of which a right of election has been offered) shall not be payable in cash on ordinary shares in respect of which an election has been duly made (the “elected ordinary shares”) and instead such number of new additional ordinary shares shall be allotted to each holder the holders of the elected ordinary shares as is arrived at on the basis stated in paragraph (a) of this Article 40. 1allotment so determined. For that purpose such purpose, the Board shall appropriate capitalise, out of any amount for the time being standing to the credit of any reserve or fund (including without limitation the profit and loss account), whether or not it is available for distribution, as the Board may determine, a sum equal to the aggregate nominal amount of the new additional ordinary shares to be allotted on that basis and apply it in paying up in full the appropriate number of new ordinary shares for allotment and distribution to each holder the holders of the elected shares on that basis; 123.1.7 the additional ordinary shares so allotted shall be allotted as is arrived at on of the basis stated in paragraph (a) record date for the dividend for which the right of this Article 40.1. (g) The new shares when allotted election has been offered and shall rank pari passu in all respects with the fully paid ordinary shares of the same class then in issue except that they shall will not be entitled to participate rank for the dividend or other distribution entitlement in the relevant dividend in lieu respect of which they were allotted. (h) No fraction of a share have been issued. Unless the Board otherwise determines, the ordinary shares so allotted shall be allotted. The Board may make such provisions issued as it thinks fit for any fractional entitlements including without limitation payment shares in cash to holders certificated form (where the ordinary shares in respect of their fractional entitlementswhich they have been allotted were in certificated form at the Scrip Record Time) or as shares in uncertificated form (where the ordinary shares in respect of which they have been allotted were in uncertificated form at the Scrip Record Time), provision for the accrual, retention or accumulation of all or part of the benefit of fractional entitlements to or by provided that if the Company or is unable to or by issue ordinary shares in uncertificated form to any person, such shares shall be issued as shares in certificated form. For these purposes, the “Scrip Record Time” means such time on the record date for determining the entitlements of members to make elections as described in this Article, or on behalf of any holder or such other date as the application of any accrual, retention or accumulation to the allotment of fully paid shares to any holder. (i) The Board may do all acts and things it considers necessary or expedient to give effect to the allotment and issue of any share pursuant to this Article 40.1 or otherwise in connection with any offer made pursuant to this Article 40.1 and may authorise any Person, acting on behalf of the holders concerned, to enter into an agreement with the Company providing for such allotment or issue and incidental matters Any agreement made under such authority shall be effective and binding on all concernedits absolute discretion determine. (j) The Board may, at its discretion, amend, suspend or terminate any offer pursuant to the above.

Scrip dividends. 40.1 The Board may Directors may, if authorised by an ordinary resolution of the Company, offer any holder Holders of shares Shares the right to elect to receive sharesShares, credited as fully paid, instead of cash in respect of the whole (or some part, to be determined by the BoardDirectors) of any dividend specified by the ordinary resolution. The following provisions shall apply (subject always to the provisions of the Acts): 110.1. An ordinary resolution may specify a particular dividend, or may specify all or any dividend subject dividends declared within a specified period, but such period may not end later than the beginning of the annual general meeting next following the date of the meeting at which the ordinary resolution is passed. 2. The entitlement of each Holder of Shares to the following terms and conditions: (a) Each holder of shares new Shares shall be entitled to such that number the relevant value of new shares as are together the entitlement shall be as nearly as possible equal in value to (but not greater than) the cash amount (disregarding any tax credit) of the dividend that such holder would have received by way of dividend but elects to forego (each a new share)forgo. For this purpose, the value of each new share "relevant value" shall be: (i) equal be calculated by reference to the average quotation for price at which the relevant shares Shares are quoted or dealt in the capital (whether directly or indirectly by way of the Company, that is, the average of the closing prices for those shares on the Exchange as derived from such source as the Board may deem appropriate, on the day on which such shares are first quoted derivative securities) ex the relevant dividend and on NASDAQ or, in the four subsequent business days; or (ii) calculated event that this shall in any other manner the Board considers fit; but shall never be less than the par value opinion of the new share. A certificate Directors, be impracticable, in such manner as the Directors may determine, taking into account, if appropriate, the price at which any recent dealing in the Shares (whether on any of the Stock Exchanges or report by the auditors as to the value of a new share in respect of any dividend shall be conclusive evidence of that valueotherwise) took place. (b) Each holder of shares shall only be entitled to new Company Ordinary Shares. (c) 3. On or as soon as possible practicable after announcing that any dividend the Company is to be declared declare or recommendedrecommend any dividend, the BoardDirectors, if it intends they intend to offer an election in respect of that dividend, shall also announce that intention. If, and shall after determining the basis of allotment, the Board decides if they decide to proceed with the offer, it shall notify the holders Holders of shares of the terms and conditions Shares in writing of the right of election offered to them, specifying them and specify the procedure to be followed and place at which, and the latest time by which, elections or notices amending or terminating existing which elections must be delivered lodged in order to be effective. Any election by a Holder of Shares shall be binding on every successor in title to the Shares in respect of which the election is made. (d) 4. The Board Directors shall not proceed with any election unless the Board Company has sufficient authority to allot shares unissued Shares authorised for issue and sufficient reserves or funds that may be appropriated capitalised to give effect to it after the basis of allotment is determined. (e) 5. The Board Directors may exclude from any offer any holders Holders of shares Shares where the Board believes Directors believe that the making of the offer to them would or might involve the contravention of the Laws laws of any territory or that for any other reason the offer should not be made to them. (f) The dividend (or that part of the dividend in respect of which a right of election has been offered) shall not be payable in cash on shares in respect of which an election has been made (the “elected ordinary shares”) and instead such number of new shares shall be allotted to each holder of elected ordinary shares as is arrived at on the basis stated in paragraph (a) of this Article 40. 1. For that purpose the Board shall appropriate out of any amount for the time being standing to the credit of any reserve or fund (including without limitation the profit and loss account), whether or not it is available for distribution, a sum equal to the aggregate nominal amount of the new shares to be allotted and apply it in paying up in full the appropriate number of new shares for allotment and distribution to each holder of elected shares as is arrived at on the basis stated in paragraph (a) of this Article 40.1. (g) The new shares when allotted shall rank pari passu in all respects with the fully paid shares of the same class then in issue except that they shall not be entitled to participate in the relevant dividend in lieu of which they were allotted. (h) No fraction of a share shall be allotted. The Board may make such provisions as it thinks fit for any fractional entitlements including without limitation payment in cash to holders in respect of their fractional entitlements, provision for the accrual, retention or accumulation of all or part of the benefit of fractional entitlements to or by the Company or to or by or on behalf of any holder or the application of any accrual, retention or accumulation to the allotment of fully paid shares to any holder. (i) The Board may do all acts and things it considers necessary or expedient to give effect to the allotment and issue of any share pursuant to this Article 40.1 or otherwise in connection with any offer made pursuant to this Article 40.1 and may authorise any Person, acting on behalf of the holders concerned, to enter into an agreement with the Company providing for such allotment or issue and incidental matters Any agreement made under such authority shall be effective and binding on all concerned. (j) The Board may, at its discretion, amend, suspend or terminate any offer pursuant to the above.

Scrip dividends. 40.1 The 134.1 Subject to the Act, the Board may, by ordinary resolution of the Company and subject to such terms and conditions as the Board may determine, offer to any holder holders of shares (excluding any member holding shares as treasury shares) the right to elect to receive shares, credited as fully paid, instead of cash in respect of the whole (or some part, to be determined by the Board) of all or any dividend subject to specified by the ordinary resolution. The following terms and conditionsprovisions shall apply: (a) Each the said resolution may specify a particular dividend, or may specify all or any dividends declared within a specified period or periods, but such period may not end later than the fifth anniversary of the date of the meeting at which the ordinary resolution is passed; (b) the entitlement of each holder of shares to new shares shall be entitled to such that number the relevant value of new shares as are together the entitlement shall be as nearly as possible equal in value to (but not greater than) the cash amount (disregarding any tax credit) of the dividend that such holder would have received by way of dividend but elects to forego (each a new share)dividend. For this purpose, the purpose relevant value of each new share shall be: (i) equal be calculated by reference to the average quotation for the relevant shares in the capital of the Company, that is, the average of the closing prices middle market quotations for those the shares on Nasdaq (or any other stock exchange on which the Exchange as derived from such source as Company's shares are normally traded) or any other publication of a recognised investment exchange showing quotations for the Board may deem appropriateCompany's shares), on for the day on which such the shares are first quoted ex "ex" the relevant dividend and the four subsequent business dealing days; or (ii) calculated , or in any such other manner as the Board may determine on such basis as it considers fit; but shall never to be less than the par value of the new sharefair and reasonable. A certificate or report by the Company's auditors as to the amount of the relevant value of a new share in respect of any dividend shall be conclusive evidence of that value. (b) Each holder of shares shall only be entitled to new Company Ordinary Shares.amount; (c) On no fractions of a share shall be allotted. The Board may make such provisions as it thinks fit for any fractional entitlements including provisions where, in whole or as soon as possible after announcing that any dividend is to be declared or recommendedin part, the Board, if it intends benefit accrues to offer an election the Company and/or under which fractional entitlements are accrued and/or retained and in each case accumulated on behalf of any member and such accruals or retentions are applied to the allotment by way of bonus to or cash subscription on behalf of any member of fully paid shares and/or provisions where cash payments may be made to members in respect of that dividend, shall also announce that intention. Iftheir fractional entitlements; (d) the Board shall, after determining the basis of allotment, the Board decides to proceed with the offer, it shall notify the holders of shares of the terms and conditions in writing of the right of election offered to them, specifying and specify the procedure to be followed and place at which, and the latest time by which, elections or notices amending or terminating existing elections must be delivered in lodged In order to be effective.. No such notice need to be given to holders of shares who have previously given election mandates in accordance with this Article and whose mandates have not been revoked. The accidental omission to give notice of any right of election to, or the non-receipt (even if the Company becomes aware of such non-receipt) of any such notice by, any holder of shares entitled to the same shall neither invalidate any offer of an election nor give rise to any claim, suit or action; (de) The Board may on any occasion decide that rights of election shall only be made available subject to such exclusions, restrictions or other arrangements as they shall in their absolute discretion deem necessary or desirable in order to comply with legal or practical problems under the laws of, or the requirements of any recognised regulatory body or stock exchange in, any territory; (f) the Board shall not proceed with any election unless the Board company has sufficient authority to allot shares and sufficient reserves or funds that may be appropriated capitalised, and the Board has authority to allot sufficient shares, to give effect to it after the basis of the allotment is determined.; (eg) The the Board may exclude from any offer or make other arrangements in relation to any holders of shares where the Board believes considers that the making of the offer to them or in respect of such shares would or might involve the contravention of the Laws laws of any territory or that for any other reason the offer should not be made to them.them or in respect of such shares; (fh) The Unless the Board decides otherwise or the rules of a relevant system require otherwise, any new shares which a holder has elected to receive instead of cash in respect of some or all of their dividend will be: (i) shares in uncertificated form if the corresponding elected shares were uncertificated shares on the record date for that dividend; and (ii) shares in certificated form if the corresponding elected shares were shares in certificated form on the record date for that dividend; (i) the Board may establish or vary a procedure for election mandates in respect of future rights of election and may determine that every duly effected election in respect of any shares shall be binding on every successor in title to the holder; (j) the dividend (or that part of the dividend in respect of which a right of election has been offered) shall not be payable in cash on shares in respect of which an election has been duly made (the “elected ordinary shares”) and instead such number of new additional shares shall be allotted to each holder the holders of the elected ordinary shares as is arrived at on the basis of allotment determined as stated in paragraph (a) of this Article 40. 1above. For that such purpose the Board shall appropriate may capitalise, out of any amount for the time being standing to the credit of any reserve or fund (including without limitation any share premium account or capital redemption reserve) or of any of the profit and loss account), whether or not it is available for distributionprofits which could otherwise have been applied in paying dividends in cash as the Board may determine, a sum equal to the aggregate nominal amount of the new additional shares to be allotted on such basis and apply it in paying up in full the appropriate number of new unissued shares for allotment and distribution to each the holders of the elected shares on such basis. The Board may do all acts and things considered necessary or expedient to give effect to any such capitalisation; (k) the Board may decide how any costs relating to the new shares available in place of a cash dividend will be met, including to deduct an amount from the entitlement of a holder of elected shares as is arrived at on the basis stated in paragraph (a) of under this Article 40.1.Article; (gl) The new the additional shares when so allotted shall rank pari passu in all respects with each other and with the fully paid shares of the same class then in issue on the record date for the dividend in respect of which the right of election has been offered, except that they shall will not be entitled rank for any dividend or other distribution or other entitlement which has been declared, paid or made by reference to participate in such record date; (m) the relevant dividend Board may terminate, suspend, or amend any offer of the right to elect to receive shares in lieu of which they were allotted. (h) No fraction of a share shall be allotted. The any cash dividend at any time and generally may implement any scrip dividend scheme on such terms and conditions as the Board may make determine and take such provisions other action as it thinks fit for any fractional entitlements including without limitation payment in cash to holders the Board may deem necessary or desirable in respect of their fractional entitlements, provision for the accrual, retention or accumulation of all or part of the benefit of fractional entitlements to or by the Company or to or by or on behalf of any holder or the application of any accrual, retention or accumulation to the allotment of fully paid shares to any holder.such scheme; and (in) The Board may do all acts and things it considers which they consider necessary or expedient to give effect to the allotment and issue of any share pursuant to this Article 40.1 or otherwise in connection with any offer made pursuant to this Article 40.1 such capitalisation, and may authorise any Person, acting person to enter on behalf of all the holders concerned, to enter members interested into an agreement with the Company providing for such allotment or issue capitalisation and incidental matters Any and any agreement so made under such authority shall be effective and binding on all concerned. (j) The Board may, at its discretion, amend, suspend or terminate any offer pursuant to the above.