Conversion of shares into stock



(23) The directors may, with the sanction of the company previously

given in general meeting, convert any paid up shares into stock.

(24) When any shares have been converted into stock, the several holders of

such stock may thenceforth transfer their respective interests therein, or any part of such

interest, in the same manner and subject to the same regulations as and subject to which any

shares in the capital of the company may be transferred, or as near thereto as circumstances

admit.

(25) The several holders of stock shall be entitled to participate in the

dividends and profits of the company according to the amount of their respective interests in

such stock ; and such interests shall, in proportion to the amount thereof, confer on the

holders thereof, respectively, the same privileges and advantages for the purpose of voting

at meetings of the company and for other purposes as would have been conferred by shares of

equal amount in the capital of the company but so that none of such privileges or advantages,

except the participation in the dividends and profits of the company, shall be conferred by any

such aliquot part of the consolidated stock as would not, if existing in shares, have

conferred such privileges or advantages.



Increase in capital



(26) The directors may, with the sanction of a special resolution of the

company previously given in general meeting, increase its capital by the issue of new

shares; such aggregate: increase to be of such amount, and to be divided into shares of such

respective amounts, as the company in general meeting directs, or, if no direction is given,

as the directors think expedient.

(27) Subject to any direction to the contrary that may be given by the

meeting that sanctions the increase of capital, all new shares shall be offered to the

members in proportion to the existing shares held by them, and such offer shall be made by

notice specifying the number of shares to which the member is entitled and limiting a time

within which the offer, if not accepted, will be deemed to be declined; and after the

expiration of such time, or on the receipt of an intimation from the member to whom such

notice is given that he declines to accept the shares offered, the directors may dispose of

the same in such manner as they think most beneficial to the company.

(28) Any capital raised by the creation of new shares shall be considered as

part of the original capital, and shall be subject to the same provisions, with reference to

the payment of calls, and the forfeiture of shares on non-payment of calls, or otherwise, as if

it had been part of the original capital.