COMPANIES ACT - 1963 (ACT 179)

    Section - 51 - Canons of Construction of Class Rights

    In construing the provisions of the company's Regulations in respect of the rights attached to shares, the following canons of construction shall be observed, that is to say,

    (a) unless the contrary intention appears, no dividend shall be payable on any shares unless the company shall resolve to declare such dividend;

    (b) unless the contrary intention appears, a fixed preferential dividend payable on any class of shares shall be cumulative, that is to say, no dividend shall be payable on any shares ranking subsequent thereto until all the arrears of the fixed dividend have been paid;

    (c) unless the contrary intention appears, in a winding up arrears of any cumulative preferential dividend whether or not earned or declared shall be payable up to the date of actual payment in the winding up;

    (d) if any class of share is expressed to have a right to a preferential dividend, then, unless the contrary intention appears, such class shall have no further right to participate in dividends;

    (e) if any class of share is expressed to have preferential right to payment out of the assets of the company in the event of winding up then, unless the contrary intention appears, such class shall have no further right to participate in the distribution of assets in the winding up;

    (f) in determining the rights of the various classes to share in the distribution of the company's property on a winding up no regard shall be paid, unless the contrary intention appears, to whether or not such property represents accumulated profits or surplus which would have been available for dividend while the company remained a going concern;

    (g) subject as aforesaid, all shares rank equally in all respects unless the contrary intention appears.