As at 28 March 2009, the Company’s authorised share capital comprises ordinary shares of 25 pence each nominal value. All of the Company’s issued ordinary shares are fully paid up and rank equally in all respects. The rights attached to them, in addition to those conferred on their holders by law, are set out in the Articles, a copy of which can be obtained on request from the company secretary.
Details of the issued, ordinary share capital of the Company and movements during the year are set out in note 28 to the Consolidated financial statements. During both the current and prior period, the Company did not issue any shares.
On a show of hands at a general meeting every holder of ordinary shares present in person or by proxy and entitled to vote shall have one vote and on a poll, every member present in person or by proxy and entitled to vote shall have one vote for every ordinary share held. Subject to the relevant statutory provisions and the Articles, holders of ordinary shares are entitled to a dividend where declared or paid out of profits available for such purposes.
As at the date of this report 45,461,961 ordinary shares were held in treasury. The rights to such shares are restricted in accordance with Companies Acts and, in particular, the voting rights attaching to these shares are automatically suspended.
There are no restrictions on the transfer of ordinary shares or on the exercise of voting rights attached to them, except (i) where the Company has exercised its right to suspend their voting rights or to prohibit their transfer following the omission of their holder or any person interested in them to provide the Company with information requested by it in accordance with Part 22 of the Companies Act 2006; or (ii) where their holder is precluded from exercising voting rights by the Financial Services Authority’s Listing Rules or the City Code on Takeovers and Mergers.