Share Classes Definition

What are the LYD Standard Share Classes?

Subject to this constitution and any rights or restrictions attached to other classes of shares:

• Ordinary shares confer the right:
  1. to join in passing resolutions of Members without a meeting, to join in requesting or calling meetings of Members, to receive notice of meetings of Members and to attend, speak, vote and demand a poll at meetings of Members;
  2. to receive Dividends under Rule 73 and capital under Rule 76; and
  3. on a winding up, to participate in any surplus.
• Special class ordinary shares which is detailed as ‘SPE’ and confer only the right:
  1. to join in passing resolutions of Members without a meeting, to join in requesting or calling meetings of Members, to receive notice of meetings of Members, and to attend, speak, vote and demand a poll at meetings of Members; and
  2. not be paid a dividend where the company is acting as a Trustee of a Trust or superannuation fund.
• Class A shares confer only the right to join in passing resolutions of Members without a meeting, to join in requesting or calling meetings of Members, to receive notice of meetings of Members and to attend, speak, vote and demand a poll at meetings of Members.
• Class B shares confer only the right to receive dividends, franked or unfranked, at the rate (fixed or variable) determined by the Directors.
• Class C shares confer only the right:
  1. to dividends, franked or unfranked, at the rate (fixed or variable) determined by the Directors; and
  2. on a winding up, to participate in any surplus in priority to the holders of any other class of shares.
• Class D shares confer only the right:
  1. to dividends, franked or unfranked, at the rate (fixed or variable) determined by the Directors; and
  2. on a winding up, to participate in any surplus in priority to the holders of any other class of shares except class C shares.
• Redeemable preference shares:
  1. confer the right;
     1. to join in passing resolutions of Members without a meeting, to join in requesting or calling meetings of Members, to receive notice of meetings of Members, and to attend, speak, vote and demand a poll at meetings of Members;
     2. to receive non-cumulative Dividends under clause 73 and capital under clause 76; and
     3. on a winding up, to participate in any surplus.
  2. must be redeemed on a date determined by the Directors, by payment to those initial Members of the issue price, funded by a further issue of shares (including at least one ordinary share).
• All other redeemable preference shares:

Confer only the right to;

1. a fixed, cumulative preferential Dividend at the rate specified in the terms of issue in priority to the right to Dividend of holders of ordinary shares but ranking behind the right to Dividend of holders of class B, C and D shares;
2. receive notice of and attend meetings of Members; and
3. join in passing resolutions of Members without a meeting, speak, and to vote, speak and demand a poll at meetings of Members, in each case if:
   1. the Dividend payable on the redeemable preference shares is more than 30 days in arrears; or
   2. there is a proposal for the winding up of the Company, the sale or disposal of the Company’s main undertaking, the reduction or return of any part of the Company’s share capital or which affects the rights attached to the redeemable preference shares;
   3. on a winding up, to participate in any surplus in priority to the holders of any other class of shares except class C shares.
4. must be redeemed, on the date specified in the terms of issue, by the payment to the holders of the issue price plus all arrears of Dividends and Dividends accrued to the date of redemption (whether earned or declared or not) calculated on a daily basis.