Share capital

The Company’s authorised share capital consists solely of 175,000,000 ordinary 10 pence shares. The Company operates an American Depositary Receipt program. The rights and obligations relating to the ordinary share capital are outlined in the Articles of Association; there are no restrictions on transfer, no restrictions on voting rights and no securities carry special voting rights with regard to control of the Company.

At the Annual General Meeting in June 2008, share owners passed resolutions authorising the Company, in accordance with its Articles of Association, to allot shares up to a maximum nominal amount of £43,812,326.40 of which £5,867,764.45 could be allotted for cash free of statutory pre-emption rights. These authorisations were replaced as part of the Scheme of Arrangement when resolutions were passed authorising the Company, in accordance with its Articles of Association, to allot shares up to a maximum nominal amount of £41,216,440 of which £5,873,805 could be allotted for cash free of pre-emption rights. In the year under review no shares have been issued for cash free from pre-emption rights. Details of share capital movements are given in note 26.