1964_THE_HONGKONG_AND_SHANGHAI_BANKING_REGULATIONS — Page 55

1989 Ed.]

The Hongkong and Shanghai Bank Regulations

[CAP. 70

A 55

[Subsidiary]

(ii) the board shall determine the manner in which shareholders shall be entitled to elect to receive an allotment of shares credited as fully paid in lieu of the whole or such part of any dividend in respect of which the board shall have passed such a resolution as aforesaid, and the board may make such arrangements as to the giving of notice to shareholders, providing for forms of election for completion by shareholders (whether in respect of a particular dividend or dividends or generally), determining the procedure for making such elections or revoking the same and the place at which and the latest date and time by which any forms of election or other documents by which elections are made or revoked must be lodged, and otherwise make all such arrangements and do all such things, as the board considers necessary or expedient in connection with the provisions of this paragraph (1)(a);

(iii) the right of election may be exercised in respect of the whole of that portion of the dividend in respect of which the right of election has been accorded provided that the board may determine, either generally or in any specific case, that such right shall be exercisable in respect of the whole or any part of such portion;

(iv) the dividend (or that part of the dividend in respect of which a right of election has been accorded) shall not be payable on shares in respect whereof the share election has been duly exercised ("the elected shares") and in lieu and in satisfaction thereof shares shall be allotted credited as fully paid to the holders of the elected shares on the basis of allotment determined as aforesaid and for such purpose the board shall capitalize and apply out of any part of any of the bank's reserve accounts (including any share premium account) or profit and loss account or out of any amount otherwise available for distribution as the board may determine, a sum equal to the aggregate nominal amount of shares to be allotted on such basis and apply the same in paying up in full the appropriate number of unissued shares for allotment and distribution to and amongst the holders of the elected shares on such basis; or

(b) That such dividend be satisfied wholly or in part in the form of an allotment of shares credited as fully paid provided that each shareholder entitled thereto will be entitled to elect to receive such dividend (or part thereof) in cash in lieu of such allotment. In such case, the following provisions shall apply:

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