be invested by the board on such government or state, real, or other securities or investments (other than in the purchase of shares of the company) as the board from time to time think proper.

XXVI.-DIVIDENDS.

139. The directors may from time to time with the sanction of the company in general meeting declare a dividend to be paid to the members in proportion to the amount paid up upon their shares respectively.

140. No dividend, instalment of dividend, or bonus shall be payable except out of profits arising out of the business of the company.

141. No larger dividend shall be declared than is recommended by the board.

142. The board may declare an interim dividend in respect of any portion of a year, when in their opinion the net profits of the company permit.

143. Every dividend, forthwith after it is declared, shall be paid to the persons entitled thereto, in such manner as the board shall from time to time determine; and if more persons than one are registered as the holders of a share, or of stock, payment to the person whose name stands first on the register of members shall be sufficient.

144. The board may deduct from the dividends payable to any member all such sums of money as may be due from him to the company on account of calls or otherwise.

145. Notice of any dividend that may have been declared shall be given to each member in manner hereinafter mentioned.

146. Unpaid dividends shall never bear interest as against the company.

XXVII.-ACCOUNTS.

147. The directors shall cause true accounts to be kept of the stock-in-trade of the company, of the sums of money received and expended by the company, and the matters in respect of which such receipt and expenditure take place, and of the assets, credits and liabilities of the company.

148. The books of account shall be kept at the office of

the company, or at such other place or places as the directors think fit.

149. The directors shall, from time to time, determine whether and to what extent, and at what times and places, and under what conditions and regulations, the accounts and books of the company, or any of them, shall be open to the inspection of the members, and no member shall have any right of inspecting any account, or book, or document of the company, except as conferred by statute, or authorised by the directors, or by a resolution of the company in general meeting.

150. At the ordinary general meeting in every year the directors shall lay before the company a statement of the income and expenditure, and a balance-sheet, containing a summary of the property and liabilities of the company made up to a date not more than four calendar months before the meeting, from the time when the last preceding statement and balance-sheet were made, or in the case of the first statement and balance-sheet from the incorporation of the company.

151. Every such statement shall be accompanied by a report of the directors as to the state and condition of the company, and as to the amount which they recommend to be paid out of the profits by way of dividend or bonus to the members, and the amount (if any) which they have carried to the reserve fund according to the provisions in that behalf contained in these presents, and the statement, report and balance-sheet shall be signed by the chairman, or in his absence by one director, and countersigned by the secretary.

XXVIII.-NOTICES.

152. All notices required by these presents, or the statutes, to be given to the members, shall be given by sending prepaid letters to the registered members, according to their addresses in the register of members; and in case any share warrants shall be outstanding at the time of giving the notice, then by advertisement in at least one daily newspaper published in London.

153. Any such notice so sent through the post to the address in the register of members of any registered member,

P

shall be deemed to have been given to or served on him on the day after the same shall have been posted, unless he would in the ordinary course of post have received it on the same day, in which case it shall be deemed to have been served on him the same day; and in proving such service it shall be sufficient to prove that such notice or letter was properly addressed and posted. Any notice to the bearers of share warrants shall be deemed to have been given to or served on them on the day that an advertisement thereof shall have appeared in the newspapers directed in these articles.

154. All notices to registered members shall with respect to any share or stock to which persons are jointly entitled, be given to whichever of such persons is named first in the register, and notice so given shall be sufficient notice to all the holders of such share or stock.

XXIX.-INDEMNITY.

155. The directors and auditors, secretary and other officers for the time being of the company, and the trustees (if any), for the time being acting in relation to any of the affairs of the company, and every of them, and every of their heirs, executors and administrators, shall be indemnified and secured harmless out of the funds and property of the company from and against all actions, costs, charges, losses, damages and expenses which they or any of them, their or any of their heirs, executors or administrators, shall or may incur or sustain by or by reason of any act done, concurred in or omitted in or about the execution of their duty or supposed duty in their respective offices or trusts, except such (if any) as they shall incur or sustain by or through their own wilful neglect or default respectively, and none of them shall be answerable for the acts or defaults of the other or others of them, or for joining in receipts for the sake of conformity, or for any bankers or other persons with whom any moneys or effects belonging to the company shall or may be lodged or deposited for safe custody, or for insufficiency or deficiency of any security upon which any moneys of or belonging to the company shall be placed out or invested, or for any other loss, misfortune or damages which may happen

in the execution of their respective offices or trusts, or in relation thereto, except the same shall happen by or through their own wilful neglect or default respectively.

Having paid to the bankers of the company the sum

being a deposit of £

per share on

of £ shares in the above company, I request you will allot me that number upon the terms of the prospectus and the memorandum and articles of association of the company, and I hereby agree to accept the said shares, or any smaller number that may be allotted to me, and to become a member of the company in respect thereof, and I hereby authorise you to place my name upon the register of members for the shares so allotted.

Name in full

Address

Profession (if any)
Usual signature

The holder hereof will be entitled on fulfilment of the conditions endorsed hereon to one share in the company, on which the first instalment of £ has been paid.

By Order of the Board,

Secretary.

London, E.C.

1st January, 18.

The share represented by this certificate not being registered, no further notice can be given for payment of instalments than is supplied by this document.

On payment of the last instalment the form of request on the back hereof must be filled-up and signed by the holder, and this scrip certificate must be deposited at the office for preparation of the share certificate to bear date

day

Interest will be payable by means of the interest warrants annexed at the rate of 5 per cent. per annum half-yearly from the dates of payment to the and will be charged at the same rate on all payments in

arrear.

day of

18

2. The holder of this scrip certificate, having duly paid