The Company may by a resolution passed by a shareholder or shareholders holding in excess of 50 per cent of the voting rights exercised in relation thereto (an “Ordinary Resolution”) authorise a dividend or other distribution at such time and of such amount as the Board of Directors thinks fit if it is satisfied, on reasonable grounds, that the Company will immediately thereafter satisfy the Solvency Test (i.e. namely that the Company is able to pay its debts as they become due in the normal course of the Company’s business and that the value of the Company’s assets exceeds the value of its liabilities).
Except as otherwise provided by the rights attached to shares, all dividends shall be declared and paid according to the amounts paid up on the shares on which the dividend is paid. All dividends shall be apportioned and paid proportionately to the amounts paid up on the shares during any portion or portions of the period in respect of which the dividend is paid; but, if any share is issued on terms providing that it shall rank for dividends from a particular date, that share shall rank for dividend accordingly.
The Company’s dividend policy is primarily dictated by its financial and investment needs. The payment of dividends is also affected by the Group’s financial results for each period. In any event, the annual dividend payments by the Company cannot exceed the amount recommended by the Board of Directors none of which members is under any obligation to either recommend or approve any dividend payments.