Page 3 Advertisements Column 2

Gisborne Times, Volume XXV, Issue 2043, 2 April 1907, Page 3

GISBORNE SHEEP-FARMERS’ FROZEN MEAT COMPANY* LIMITED. A N Extraordinary General MoetX*A. ing of the Gisborne Slice j>farmors’ Frozen Meat Co., Ltd., "’ill be hold at tho Offices of the Company, Gladstone Hoad, Gisborne, on SATURDAY. tho 20th day of April, 1907, at tho hour of 11 a.m., for the.purpose of confirming Special Rosoliitons duly adopted and passed at an Extraordinary Mooting of tho Company hold at tho Company’s Office, at Gisborne, on Saturday, the 23rd day of March, altering and adding to the Articles of Association, dealing inter alia with: (a) Proposed increase of the Company’s Capital to £75,000. (b) Power from time to time to capitalise moneys wb.icli may have boon reserved on a of profits and any accumulated profits, and to distribute the same, or any part thereof, pro rata among Shareholders on special conditions. SPECIAL RESOLUTIONS TO BE CONFIRMED.

A. That the Company’s -Articles of Association ho and the same are hereby amended 1. fiv adding to Regulation Number 15 tho following additional clause. , No shares which may ho issued at any tiino to effect a capitalisation of Reserve Fund or of profits lion required for tin l .Reserve Fuud, or accumulated profits whatsoever and wholly or partly paid up by dividend or bonus on a distribution of any such profits as aforesaid, shall ho transferred bv the allottee of such Shares for a' poriod of twelve months after the date of the allotment thereof, unless a majority of all the Directors for the. time being holding office shall in their absolute discretion approve of such transfer for reasons. which shall ailpear to them special ami sufficient. 2. By adding to Regulation Number 0 the following clause: Rut no shares which may he issued at any time to effect a capitalisation of Reserve Fund, or of profits not required for the 'Reserve Fund, or accumulated profits whatsoever and wholly or partly paid up by dividend or bonus oil a distribution of any such profits, shall lie taken into account in ascertaining whether or not any shareholder has subscribed for his quota, as provided for in first clause of this Article. And except as approved by tiic Directors every Shareholder who has not on or before the 31st day of March, 1907, subscribed for his full quota, as aforesaid, shall before lie is entitled to the benefit of any dis- ’ tribution of profits by the Companv other than dividend at the rate of six per cent, as limited by the Articles, subscribe for as many contributing Shares as will when added to the Shares already held by him, represent a total holding’ by him of Shares in the capital of tho Company equal to Sixpence per sheep on the sheep 'owned by him, as shown by his last previous stock assessment that is to say, lie shall hold One Share of £1 for every forty sheep, fi. By’adding as Article 85a the following New Regulation : * Notwithstanding anything contained in Regulations 84, 85, and 88 of the Company's Articles of Association, the Company 'may from time to time capitalise any. moneys which may have been reserved out of profits and any moneys being profit not required for the. Reserve Fund, and any accumulated profits for the Lime being of the Company, and may for such purpose divide and distribute, or authorise the directors to divide and distribute, the total of any moneys so to he capitalised among the Shareholders of the Company in proportion to the Shares held by them respectively, on the condition ' that the amount of dividend to’ which each Shareholder shall be entitled under such distribution shall be applied by him, or by the Company, at his request and on his behalf, in payment or in part ’ - Sh ' ’ payment of Si lares to bo subscribed for by him in any unallotted (original or increased) capital of the Company, provided that the amount of Reserve Fund, or profits not required for the Reserve Fund, or accumulated profits to be capitalised as aforesaid, shall be decided upon by a General Meeting of the Shareholders of the Company, and that tile Company, by the resolution fixing the amount of reserve or profits to be capitalised, or" by any subsequent resolution, may attach such terms or special conditions to the allocation or payment of dividend aforesaid, and give such powers and authorities to tlie Directors in relation to the promises as it may tliinlc'-fit. 4. That Article 10 of the Company’s Regulations be and the same is hereby repealed : And the Company hereby adopts as new Regulations the foregoing amendments and additions to tlio existing Articles of Association, and notwithstanding anything contained in the said Articles of Association the Company hereby adopts .Articles numbered 11 to 16 (inclusive) in Table A < f tlie First Schedule to “Tlie Companies Act, 1903,” as additional Regulations of tlie Company. B. That .the capital of the ('•uupany bo and the same is hereby inci>ased from £30,000 divided -inti 30,000 Shares of £1 each, to £75,000. divided into 75,000 Shares of £1 each by the issue of 45,000 new Shares of £1 each. The Company notwithstanding anything - contained in its . regulations shall have power on issuing any shares in the said increased Capital to divide the same into two or more classes and may issue the shares cf any class or classes with or subject lo any preferential, deferred, qualified or 'special rights, privileges, conditions, disabilities, restrictions, or limitations, attached thereto on the part of tlie bolder thereof and in particplar as to dividends and as to participation in present or future, accumulated profits and as to tho power of the holder to transfer and as to tlie r-ight of the holder to vole in respect thereof at any general meeting of the Company or otherwise howsoever as the Company may b\ resolution authorising the issue of any of the said shares determine and the Regulations of the Company arc hereby amended accordingly.” And at the same Extraordinary General Meeting the following special business wil] be brought forward, viz., to consider the resolution followTliat the 45,000 shares in the new or' increased’ capital of tlie Companv (under special resolution increasing tlie capital of the Compauv' 1 from £30,000 divided into 30,000 shares of £1 each to £75,000 divided into <5,000 shares of £1 each) shall bo and the same are hereby divided into two classes of which one shall comprise 36,936 shares to be mimberofl respectively jl0„001 lo 66",930 ‘ inclusive'''and : shall Inclassified and known as “bonus shares” and the other class shall comprise 8064 shares to be numbered respectively 66,937 to 75,000 inclusive and shall be classified and known as “ordinary share.-:.''' And further that “ the said ' 36 936 bonus shares shall have attached to them and shall lie issued by the. Directors with and subject to. the special rights, privileges, conditions, disabilities and restrictions following that is to say:— 1. Each Shareholder apply jug: for ■ bonus shares sliqll qpply for the same on the condition that the proportion of the sum of £18,463 (to lie distributed as hereinafter provided) to which socli applicant for bonus share, ssliall he entitled shall be applied in paying up suclr bonus shares to the amount of tensliillings each. 2., The holding of bonus shares shall Jiot be taken into account , in ascertaining whether or not l any shareholder lias subscribed for his quota as provided for in Article 9 of the Company’s regulations. 3. Bonus shares shall not, entitle the holder thereof to any dividend from or share of the profits of the Company other than tlie . limited dividend at the rate of ■ 6 pen cent, per annum provided for by Article 84 of the Company’s regulations, as amended by . special resolution confirmed o nine 24th February, 1906. 4. No transfer of any bonus shares shall be. approved or registered by tlie Company until after, the expiration of twelve calendar montlis from the. date, of tlie allotment thereof unless a majority of all the' Directors of tlie Company for the time being holding office shall in their absolute discretion approve of such transfer for 'reasons which shall appear to them special ami sufficient. 5. Bonus shares shall not confer Buy right of voting at any Cental Meeting of the Company itlier on a show of hands or on a