The rights attaching to the respective classes of shares are as follows:
Voting
Each holder of Voting shares is not entitled to receive notice of, attend or speak at and vote at all general meetings or on a written resolution. Each voting share is entitled to one vote.
No Ordinary Share confers on its holder any right to receive notice of, attend or speak at any general meeting of the company or carry any voting right.
Dividends
Any profits which the company may determine to distribute in respect of any financial year shall be applied amongst the holders of the Ordinary Shares (pari passu as if the same constituted one class of share). No dividend shall be paid on or in respect of the Voting shares from time to time in issue.
Distributions of capital
On a return of capital on liquidation, winding up, reduction of capital or share buyback, the surplus assets of the company remaining after payment of its liabilities shall be applied in the following order of priority: • Firstly £10,000 amongst the holders of the Voting Shares pari passu in proportion to the number of Voting Shares held; • Secondly, amongst the holders of the A Ordinary Shares, the B Ordinary Shares, the C Ordinary Shares, the D Ordinary Shares and the E Ordinary Shares (pari passu as if the same constituted one class of share and pro rata to the amount paid up on the Shares on which the distribution is paid) until each such holder has received, in respect of each A Ordinary Share, B Ordinary Share, C Ordinary Share, D Ordinary Share and E Ordinary Share of which it is the holder, the
aggregate of share capital fully paid and share premium in respect of those shares. The balance shall be distributed amongst the holders of the Ordinary Shares as follows:
• 15% shall be paid to the holders of the A Ordinary Shares pro rata to the number of A Ordinary Shares held; and • the balance shall be paid to the holders of the B Ordinary Shares, the C Ordinary Shares, the D Ordinary Shares and the E Ordinary Shares pari passu (as if the same constituted one class of share) and in proportion to the number of B Ordinary Shares, C Ordinary Shares, D Ordinary Shares and E Ordinary Shares held by each such holder.
22 Share Based payments Equity settled share option scheme
The Company has an established Unapproved Share Option Scheme under which share options have been granted to certain directors and employees. The Scheme is an equity-settled share based payment arrangement whereby the employees are granted share options over the Company’s equity instruments, specifically its Ordinary B, C and E shares of £0.000001 each. The scheme includes non market-based vesting conditions only, whereby the share options may be exercised from the date that they vest until the 10th anniversary of the date of the grant. There are performance based vesting conditions together with a requirement that the recipient remains in employment with the Company.
52 Financials | Whistl Annual Report 2017
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