APPENDIX D

415

The expression ‘Extraordinary Resolution’ when used in this
Schedule, means a resolution passed at a meeting of the Stock-
holders, duly convened and held in accordance with the provisions
herein contained, by a majority consisting of not less than three-
fourths of the persons voting thereat, upon a show of hands, or if a
poll be duly demanded, then by a like majority in value at the poll.
The quorum of any such meeting shall be a clear majority in value
of the whole of the Stockholders, but so that where a meeting for
the purpose of passing an Extraordinary Resolution is convened,
then and in such case, if within one hour from the time appointed
for the meeting holders of a clear majority in value of the Stock
are not present so as to form a quorum, the meeting shall stand
adjourned for 21 days, and shall accordingly be held on the
corresponding day of the week, and at the same time and place
as that originally fixed by the notice convening the meeting, and
notice of such adjourned meeting shall be given in the manner
provided by Clause — of the foregoing indenture, and such notice
shall state that those Debenture Stock holders who are present
shall form a quorum, and if at such adjourned meeting a quorum
us above defined is not present, then those Debenture Stock
holders who are present shall be a quorum and may transact the
business for which the meeting was originally convened, and a
resolution passed thereat by a majority consisting of not less than
three-fourths of the persons voting thereat upon a show of hands,
or if a poll is duly demanded, then by a majority consisting of not
less than three-fourths of the votes given on such poll, shall be
considered as an Extraordinary Resolution within the meaning of
this Schedule.

Share and Stock Certificates

All Certificates should state on their face the authority under
which the Company is constituted and the amount of the
authorised Capital of the Company.

The method of Signature must be in accordance with the
Articles of Association.

All Certificates should bear a footnote to the effect that no
Transfer of any portion of the holding can be registered without
the production of the Certificate.

Where the Capital of a Company consists of more than one class
of Shares of the same denomination, the distinctive numbers of the
Shares of each class must be printed on the face of the Share
Certificates.

All Preference Share Certificates should bear on their face a
statement of the Company’s Capital and the conditions, both as to
capital and dividends, under which the Shares are issued.

Debentures and Debenture Stock Certificates should, in addition
to legal requirements, state on their face the authority under which
the Company is constituted, the nominal Capital of the Company,
the dates when the interest on the Debentures or Debenture Stock
ts payable, and the authority under which the issue is made (z.e.
Articles of Association and Resolutions); and on their back the
conditions of issue redemption and transfer.