S.L. 234.42 Art. 25Increase in issued share capital and director’sauthority to issue shares.

(1) Any increase in the issued share capital of a company shall be decided upon by an ordinary resolution of the company, unless the memorandum or articles require a higher percentage than that required for an ordinary resolution.

(2) The memorandum or articles of a company may permit the board of directors to issue shares up to the authorised share capital as may be specified in the same memorandum and articles.

(3) Where there are several classes of shares, if resolution of the general meeting is required, in terms of subregulation (1), it shall be subject to a separate vote for each class of shareholders whose rights are affected by that resolution and the provisions relating to the majority required for the resolution by virtue of subregulation (1) shall apply for each class.

(4) A copy of any such ordinary or extraordinary resolution referred to in subregulations (1) and (3) shall be delivered to the Registrar for registration, within fourteen days after the date of the relative resolution, failing which every officer of the company who is in default shall be liable to a penalty, and for every day during which the default continues, to a further penalty.

(5) The provisions of subregulations (1) to (4) shall apply to the issue of all securities which are convertible into shares or which carry the right to subscribe for shares, but not to the conversion of such securities, nor to the exercise of the right to subscribe.

(6) Where an increase in the issued share capital is not fully taken up, the issued share capital shall be increased by the amount of subscriptions received only if the conditions of the issue so provide.

(7) Whenever a company makes any allotment of its shares, the company shall, within one month thereafter, deliver to the Registrar in accordance with the provisions of the Seventh Schedule for registration -

(a) a return of the allotments stating the number and the nominal amount of the share comprised in the allotment, the names and addresses of the allottees and the amount paid and that due, and payable, on each share, whether on account of the nominal value of the share or by way of premiums; and

(b) in the case of shares allotted as fully or partly paid up otherwise than in cash, a contract in writing or, where the contract is not reduced to writing, a document containing the particulars of the contract, constituting the title of the allottee to the allotment, together with any contract of sale, or for services rendered to other consideration in respect of which the allotment was made, and a return stating the number and nominal value of shares so allotted, the extent to which they are to be treated as paid up, and the consideration for which they have been allotted.

Chapter V - Maintenance of share capital and protection of class rights