Common use of CAPITALISATION OF PROFITS Clause in Contracts

CAPITALISATION OF PROFITS. 36.1 The Board may from time to time resolve to capitalise all or any part of any amount for the time being standing to the credit of any reserve or fund which is available for distribution or to the credit of any share premium account and accordingly that such amount be set free for distribution amongst the Shareholders or any class of Shareholders who would be entitled thereto if distributed by way of dividend and in the same proportions, on the footing that the same be not paid in cash but be applied either in or towards paying up amounts for the time being unpaid on any shares in the Company held by such Shareholders respectively or in payment up in full of unissued shares, debentures or other obligations of the Company, to be allotted and distributed credited as fully paid amongst such Shareholders, or partly in one way and partly in the other, provided that for the purpose of this Bye-Law, a share premium account may be applied only in paying up of unissued shares to be issued to such Shareholders credited as fully paid. Bye-laws of Platinum Underwriters Holdings Ltd. 28 of 33 36.2 Where any difficulty arises in regard to any distribution under this Bye-Law, the Board may settle the same as it thinks expedient and, in particular, may authorise any person to sell and transfer any fractions or may resolve that the distribution should be as nearly as may be practicable in the correct proportion but not exactly so or may ignore fractions altogether, and may determine that cash payments should be made to any Shareholders in order to adjust the rights of all parties, as may seem expedient to the Board. The Board may appoint any person to sign on behalf of the persons entitled to participate in the distribution any contract necessary or desirable for giving effect thereto and such appointment shall be effective and binding upon the Shareholders.

CAPITALISATION OF PROFITS. 36.1 41.1 The Board may from time may, subject to time the provisions of this Article 41.1, Article 41.2 and Article 41.3 inclusive, resolve to capitalise all any undistributed profits of the Company not required for paying any preferential dividend (whether or not they are available for distribution) or any part of any amount for the time being sum standing to the credit of any reserve or fund which is available for distribution or to of the credit of any Company (including without limitation the Company’s share premium account and accordingly that such amount capital redemption reserve, if any) and: (a) appropriate the sum resolved to be set free for distribution amongst capitalised to the Shareholders members or any class of Shareholders members on the record date specified in the relevant resolution who would be have been entitled thereto to it if it were distributed by way of dividend and in proportion to the same proportions, nominal amounts of the shares (whether or not fully paid) held by them respectively which would entitle them to participate in a distribution of that sum if the shares were fully paid and the sum were then distributable and were distributed by way of dividend; (b) apply such sum on the footing that the same be not paid in cash but be applied their behalf either in or towards paying up amounts the amounts, if any, for the time being unpaid on any shares in the Company held by such Shareholders respectively them respectively, or in payment paying up in full of unissued shares, debentures or other obligations of the CompanyCompany of a nominal amount equal to that sum but the share premium account, the capital redemption reserve, and any profits which are not available for distribution may, for the purposes of this Article 41.1, only be applied in paying up shares to be allotted and distributed to members credited as fully paid; (c) allot the shares, debentures or other obligations credited as fully paid amongst such Shareholdersto those members or as they may direct, in those proportions, or partly in one way and partly in the other, provided ; (d) resolve that for the purpose of this Bye-Law, a share premium account may be applied only in paying up of unissued any shares to be issued to such Shareholders credited as fully paid. Bye-laws of Platinum Underwriters Holdings Ltd. 28 of 33 36.2 Where any difficulty arises in regard so allotted to any distribution member in respect of a holding by him of any partly paid shares shall so long as such shares remain partly paid rank for dividend only to the extent that the latter shares rank for dividend; (e) where shares or debentures become, or would otherwise become, distributable under this Bye-LawArticle 41.1 in fractions, make such provision as the Board may settle the same as it thinks expedient and, in particular, may authorise fit for any person to sell fractional entitlements including without limitation authorising their sale and transfer to any fractions or may resolve Person, resolving that the distribution should be made as nearly as may be practicable in the correct proportion but not exactly so so, ignoring fractions altogether or may ignore fractions altogether, and may determine resolving that cash payments should be made to any Shareholders members in order to adjust the rights of all parties; (f) authorise any Person to enter on behalf of all the members concerned into an agreement with the Company providing for either: (i) the allotment to members respectively, credited as may seem expedient fully paid, of any further shares, debentures or other obligations to which they are entitled upon such capitalisation; or (ii) the Board. The Board may appoint any person to sign payment up by the Company on behalf of the persons entitled members of the amounts, or any part of the amounts, remaining unpaid on their existing shares by the application of their respective proportions of the sums resolved to participate be capitalised, and any agreement made under such authority being binding on all such members, and (g) generally do all acts and things required to give effect to such resolution as aforesaid. 41.2 In exercising its authority under Article 41.1, unless approved by the vote of two-thirds of the entire Board and approved by an ordinary resolution of the Company, the Board may only resolve to capitalise any undistributed profits of the Company not required for paying any preferential dividend (whether or not they are available for distribution) or any sum standing to the credit of any reserve or fund of the Company (including without limitation the Company’s share premium account and capital redemption reserve, if any) and to issue and allot Company Ordinary Shares, as otherwise contemplated by Article 41.1, to holders of Company Ordinary Shares on an equal per share basis. (a) Where, pursuant to an employees’ share scheme (within the meaning of section 1166 of the Companies Act) the Company has granted awards (“awards” being options or other incentive awards, including, without limitation, stock appreciation rights, restricted stock units, performance stock units and restricted stock awards) to subscribe for or with respect to shares on terms which provide (inter aim) for adjustments to the subscription, exercise or base price payable on the exercise of such award or to the number of shares to be allotted upon the exercise, or with respect to, such award, in the distribution event of any contract necessary increase or desirable reduction in, or other reorganisation of, the Company’s issued share capital and an otherwise appropriate adjustment would result in the subscription, exercise or base price for giving effect thereto any share being less than its nominal value, then, subject to the provisions of the Companies Act, the Directors may, on the exercise of any of the awards concerned and payment of the subscription, exercise or base price which would have applied had such appointment shall be effective and binding upon the Shareholders.adjustment been made, capitalise any such profits or other sum as is mentioned in Article 41.1 above (as if such Article 41.1 did not make reference to Article 41

CAPITALISATION OF PROFITS. 36.1 The Board Directors may from time to time with the authority of an Ordinary Resolution or, if required by the Law, a Special Resolution: 35.1 subject as hereinafter provided, resolve that it is desirable to capitalise all any undistributed profits of the Company (including profits carried and standing to any reserve or reserves) not required for paying any fixed dividends on any shares entitled to fixed preferential dividends with or without further participation in profits or to capitalise any sum carried to reserve as a result of the sale or revaluation of the assets of the Company (other than goodwill) or any part of thereof or to capitalise any amount for the time being sum standing to the credit of any reserve or fund which is available for distribution or to the credit of any Company’s share premium account and accordingly that such amount or capital redemption reserve; 35.2 appropriate the profits or sum resolved to be set free for distribution amongst capitalised to the Shareholders or any class of Shareholders who would be entitled thereto if distributed by way of dividend and Members in the same proportions, on the footing that proportion in which such profits or sum would have been divisible amongst them had the same be not paid been applicable and had been applied in cash but be applied paying dividends and to apply such profits or sum on their behalf either in or towards paying up amounts any amount for the time being unpaid on any shares in the Company held by such Shareholders Members respectively or in payment paying up in full of either at par or at such premium as the said resolution may provide any unissued shares, shares or debentures or other obligations of the Company, Company such shares or debentures to be allotted and distributed credited as fully paid Paid Up to and amongst such Shareholders, Members in the proportions aforesaid or partly in one way and partly in the other, other provided that for the purpose of this Bye-Law, a share premium account and the capital redemption reserve and any unrealised profits may for the purposes of this Article only be applied only in the paying up of unissued shares to be issued allotted to such Shareholders Members credited as fully paid. Bye-laws Paid Up; 35.3 make all appropriations and applications of Platinum Underwriters Holdings Ltd. 28 the profits or sum resolved to be capitalised thereby and all allotments and issues of 33fully paid shares or debentures if any and generally shall do all acts and things required to give effect thereto with full power to the Directors to make such provision by the issue of certificates representing part of a shareholding or fractions of shares or by payments in cash or otherwise as they think fit in the case of shares or debentures becoming distributable in fractions; and 36.2 Where any difficulty arises in regard to any distribution under this Bye-Law, the Board may settle the same as it thinks expedient and, in particular, may 35.4 authorise any person Person to sell and transfer any fractions or may resolve that the distribution should be as nearly as may be practicable in the correct proportion but not exactly so or may ignore fractions altogether, and may determine that cash payments should be made to any Shareholders in order to adjust the rights of all parties, as may seem expedient to the Board. The Board may appoint any person to sign enter on behalf of all the persons Members entitled to participate in the distribution benefit of such appropriations and applications into an agreement with the Company providing for the allotment to them respectively credited as fully Paid Up of any contract necessary further shares or desirable for giving effect thereto debentures to which they may be entitled upon such capitalisation and any agreement made under such appointment authority shall be effective and binding upon the Shareholderson all such Members.

CAPITALISATION OF PROFITS. 36.1 40.1 The Board may from time may, subject to time the provisions of this Article 40.1, Article 40.2 and Article 40.3 inclusive, resolve to capitalise all any undistributed profits of the Company not required for paying any preferential dividend (whether or not they are available for distribution) or any part of any amount for the time being sum standing to the credit of any reserve or fund which is available for distribution or to of the credit of any Company (including without limitation the Company’s share premium account and accordingly that such amount capital redemption reserve, if any) and: (a) appropriate the sum resolved to be set free for distribution amongst capitalised to the Shareholders members or any class of Shareholders members on the record date specified in the relevant resolution who would be have been entitled thereto to it if it were distributed by way of dividend and in proportion to the same proportions, nominal amounts of the shares (whether or not fully paid) held by them respectively which would entitle them to participate in a distribution of that sum if the shares were fully paid and the sum were then distributable and were distributed by way of dividend; (b) apply such sum on the footing that the same be not paid in cash but be applied their behalf either in or towards paying up amounts the amounts, if any, for the time being unpaid on any shares in the Company held by such Shareholders respectively them respectively, or in payment paying up in full of unissued shares, debentures or other obligations of the CompanyCompany of a nominal amount equal to that sum but the share premium account, the capital redemption reserve, and any profits which are not available for distribution may, for the purposes of this Article 40.1, only be applied in paying up shares to be allotted and distributed to members credited as fully paid; (c) allot the shares, debentures or other obligations credited as fully paid amongst such Shareholdersto those members or as they may direct, in those proportions, or partly in one way and partly in the other, provided ; (d) resolve that for the purpose of this Bye-Law, a share premium account may be applied only in paying up of unissued any shares to be issued to such Shareholders credited as fully paid. Bye-laws of Platinum Underwriters Holdings Ltd. 28 of 33 36.2 Where any difficulty arises in regard so allotted to any distribution member in respect of a holding by him of any partly paid shares shall so long as such shares remain partly paid rank for dividend only to the extent that the latter shares rank for dividend; (e) where shares or debentures become, or would otherwise become, distributable under this Bye-LawArticle 40.1 in fractions, make such provision as the Board may settle the same as it thinks expedient and, in particular, may authorise fit for any person to sell fractional entitlements including without limitation authorising their sale and transfer to any fractions or may resolve person, resolving that the distribution should be made as nearly as may be practicable in the correct proportion but not exactly so so, ignoring fractions altogether or may ignore fractions altogether, and may determine resolving that cash payments should be made to any Shareholders members in order to adjust the rights of all parties, as may seem expedient to the Board. The Board may appoint ; (f) authorise any person to sign enter on behalf of all the members concerned into an agreement with the Company providing for either: (i) the allotment to members respectively, credited as fully paid, of any further shares, debentures or other obligations to which they are entitled upon such capitalisation; or (ii) the payment up by the Company on behalf of the persons entitled members of the amounts, or any part of the amounts, remaining unpaid on their existing shares by the application of their respective proportions of the sums resolved to participate be capitalised, and any agreement made under such authority being binding on all such members, and (g) generally do all acts and things required to give effect to such resolution as aforesaid. 40.2 In exercising its authority under Article 40.1, unless recommended by two-thirds of the Board and approved by an ordinary resolution of the Company, the Board may only resolve to capitalise any undistributed profits of the Company not required for paying any preferential dividend (whether or not they are available for distribution) or any sum standing to the credit of any reserve or fund of the Company (including without limitation the Company’s share premium account and capital redemption reserve, if any) and to issue and allot Ordinary Shares, as otherwise contemplated by Article 40.1, to holders of Ordinary Shares on an equal per share basis. (a) Where, pursuant to an employees’ share scheme (within the meaning of section 1166 of the Companies Act) the Company has granted awards (“awards” being options or other incentive awards, including, without limitation, stock appreciation rights, restricted stock units, performance stock units and restricted stock awards) to subscribe for or with respect to shares on terms which provide (inter aim) for adjustments to the subscription, exercise or base price payable on the exercise of such award or to the number of shares to be allotted upon the exercise, or with respect to, such award, in the distribution event of any contract necessary increase or desirable reduction in, or other reorganisation of, the Company’s issued share capital and an otherwise appropriate adjustment would result in the subscription, exercise or base price for giving effect thereto any share being less than its nominal value, then, subject to the provisions of the Companies Act, the Directors may, on the exercise of any of the awards concerned and payment of the subscription, exercise or base price which would have applied had such appointment shall be effective and binding upon the Shareholders.adjustment been made, capitalise any

CAPITALISATION OF PROFITS. 36.1 37.1 The Board may from time to time resolve to capitalise all or any part of any amount for the time being standing to the credit of any reserve or fund which is available for distribution or to the credit of any share premium account and accordingly that such amount be set free for distribution amongst the Shareholders or any class of Shareholders who would be entitled thereto if distributed by way of dividend and in the same proportions, on the footing that the same be not paid in cash but be applied either in or towards paying up amounts for the time being unpaid on any shares in the Company held by such Shareholders respectively or in payment up in full of unissued shares, debentures or other obligations of the Company, to be allotted and distributed credited as fully paid amongst such Shareholders, or partly in one way and partly in the other, provided that for the purpose of this Bye-Law, a share premium account may be applied only in paying up of unissued shares to be issued to such Shareholders credited as fully paid. Bye-laws of Platinum Underwriters Holdings Ltd. 28 of 33. 36.2 37.2 Where any difficulty arises in regard to any distribution under this Bye-Law, the Board may settle the same as it thinks expedient and, in particular, may authorise any person to sell and transfer any fractions or may resolve that the distribution should be as nearly as may be practicable in the correct proportion but not exactly so or may ignore fractions altogether, and may determine that cash payments should be made to any Shareholders in order to adjust the rights of all parties, as may seem expedient to the Board. The Board may appoint any person to sign on behalf of the persons entitled to participate in the distribution any contract necessary or desirable for giving effect thereto and such appointment shall be effective and binding upon the Shareholders.

CAPITALISATION OF PROFITS. 36.1 The Board may from time 25.1 Subject to time the Companies Law, the Directors may, with the authority of an Ordinary Resolution: (a) resolve to capitalise all or any part of any an amount for the time being standing to the credit of any reserves (including a Share premium account, capital redemption reserve and profit and loss account), whether or fund which is not available for distribution or distribution; (b) appropriate the sum resolved to be capitalised to the credit Shareholders in proportion to the nominal amount of any share premium account Shares (whether or not fully paid) held by them respectively and accordingly apply that such amount be set free for distribution amongst the Shareholders or any class of Shareholders who would be entitled thereto if distributed by way of dividend and in the same proportions, sum on the footing that the same be not paid in cash but be applied either their behalf in or towards towards: (i) paying up the amounts (if any) for the time being unpaid on any shares in the Company Shares held by such Shareholders respectively or in payment them respectively, or (ii) paying up in full unissued Shares or debentures of unissued sharesa nominal amount equal to that sum, debentures and allot the Shares or other obligations of the Companydebentures, to be allotted and distributed credited as fully paid amongst such Shareholderspaid, to the Shareholders (or as they may direct) in those proportions, or partly in one way and partly in the other, provided that but the Share premium account, the capital redemption reserve and profits which are not available for distribution may, for the purpose purposes of this Bye-LawArticle, a share premium account may only be applied only in paying up of unissued shares Shares to be issued allotted to such Shareholders credited as fully paid. Bye-laws ; (c) make any arrangements they think fit to resolve a difficulty arising in the distribution of Platinum Underwriters Holdings Ltd. 28 of 33 36.2 Where any difficulty arises in regard to any distribution under this Bye-Law, the Board may settle the same as it thinks expedient and, a capitalised reserve and in particular, without limitation, where Shares or debentures become distributable in fractions the Directors may deal with the fractions as they think fit; (d) authorise any person a Person to sell and transfer any fractions enter (on behalf of all the Shareholders concerned) into an agreement with the Company providing for either: (i) the allotment to the Shareholders respectively, credited as fully paid, of Shares or may resolve that the distribution should be as nearly as debentures to which they may be practicable in entitled on the correct proportion but not exactly so or may ignore fractions altogethercapitalisation, and may determine that cash payments should be made to any Shareholders in order to adjust or (ii) the rights of all parties, as may seem expedient to payment by the Board. The Board may appoint any person to sign Company on behalf of the persons entitled Shareholders (by the application of their respective proportions of the reserves resolved to participate in be capitalised) of the distribution amounts or part of the amounts remaining unpaid on their existing Shares, and any contract necessary or desirable for giving effect thereto and such appointment shall be agreement made under this authority being effective and binding upon on all those Shareholders; and (e) generally do all acts and things required to give effect to the Shareholdersresolution.

CAPITALISATION OF PROFITS. 36.1 (i) The Board may from time to time resolve Company in general meeting may, upon the recommendation of the Board, resolve- a) that it is desirable to capitalise all or any part of any the amount for the time being standing to the credit of any of the Company’s reserve or fund which is available for distribution accounts, or to the credit of any share premium account the profit and accordingly loss account, or otherwise available for distribution; and b) that such amount sum be accordingly set free for distribution in the manner specified in clause (ii) amongst the Shareholders or any class of Shareholders members who would be have been entitled thereto thereto, if distributed by way of dividend and in the same proportions, on the footing that the same . (ii) The sum aforesaid shall not be not paid in cash but shall be applied applied, subject to the provision contained in clause (iii), either in or towards towards- a) paying up any amounts for the time being unpaid on any shares in the Company held by such Shareholders respectively or in payment members respectively; b) paying up in full of full, unissued shares, debentures or other obligations shares of the Company, Company to be allotted and distributed distributed, credited as fully paid paid-up, to and amongst such Shareholders, or members in the proportions aforesaid; c) partly in one the way specified in sub-clause (a) and partly in the otherthat specified in sub-clause (b); d) a securities premium account and a capital redemption reserve account may, provided that for the purpose purposes of this Bye-Lawthese Articles, a share premium account may be applied only in the paying up of unissued shares to be issued to members of the Company as fully paid bonus shares; and e) the Board shall give effect to the resolution passed by the Company in pursuance of this Article. (i) Whenever such Shareholders a resolution as aforesaid shall have been passed, the Board shall- a) make all appropriations and applications of the undivided profits resolved to be capitalised thereby, and all allotments and issues of fully paid shares if any; and b) generally do all acts and things required to give effect thereto. (ii) The Board shall have power: a) to make such provisions, by the issue of fractional certificates or by payment in cash or otherwise as it thinks fit, for the case of shares becoming distributable in fractions; and b) to authorise any person to enter, on behalf of all the members entitled thereto, into an agreement with the Company providing for the allotment to them respectively, credited as fully paid. Bye-laws up, of Platinum Underwriters Holdings Ltd. 28 of 33 36.2 Where any difficulty arises in regard further shares to any distribution under this Bye-Law, the Board may settle the same as it thinks expedient and, in particular, may authorise any person to sell and transfer any fractions or may resolve that the distribution should be as nearly as which they may be practicable in entitled upon such capitalisation, or as the correct proportion but not exactly so or case may ignore fractions altogetherrequire, and may determine that cash payments should for the payment by the Company on their behalf, by the application thereto of their respective proportions of profits resolved to be made to any Shareholders in order to adjust the rights of all partiescapitalised, as may seem expedient to the Board. The Board may appoint any person to sign on behalf of the persons entitled to participate in amount or any part of the distribution any contract necessary or desirable for giving effect thereto and amounts remaining unpaid on their existing shares. (iii) Any agreement made under such appointment authority shall be effective and binding upon the Shareholderson such members.

CAPITALISATION OF PROFITS. 36.1 34.1 The Board may from time to time Directors may: (a) subject as provided in this Article, resolve to capitalise all capitalize any undivided profits of the Company not required for paying any preferential dividend (whether or not they are available for distribution) or any part of any amount for the time being sum standing to the credit of any reserve or fund which is available for distribution or to the credit of any Company’s share premium account and accordingly that such amount or capital redemption reserve; (b) appropriate the sum resolved to be set free for distribution amongst capitalised to the Shareholders or any class of Shareholders Members who would be have been entitled thereto to it if it were distributed by way of dividend and in the same proportions, proportions and apply such sum on the footing that the same be not paid in cash but be applied their behalf either in or towards paying up amounts the amounts, if any, for the time being unpaid on any shares in the Company held by such Shareholders respectively them respectively, or in payment paying up in full of unissued shares, shares or debentures or other obligations of the CompanyCompany of a nominal amount equal to such sum, to be allotted and distributed allot the shares or debentures credited as fully paid amongst such Shareholdersto those Members, or as they may direct, in those proportions, or partly in one way and partly in the other, provided that on any such capitalization holders of Class A Common Shares shall receive Class A Common Shares (or rights to acquire Class A Common Shares, as the case may be) and holders of Class B Common Shares shall receive Class B Common Shares (or rights to acquire Class B Common Shares, as the case may be); (c) resolve that any shares so allotted to any Member in respect of a holding by him of any partly-paid shares rank for dividend, so long as such shares remain partly paid, only to the extent that such partly paid shares rank for dividend; (d) make such provision by the issue of fractional certificates or by payment in cash or otherwise as they determine in the case of shares or debentures becoming distributable under this Article in fractions; and (e) authorise any person to enter on behalf of all the Members concerned into an agreement with the Company providing for the purpose of this Bye-Lawallotment to them respectively, a share premium account may be applied only in paying up of unissued shares to be issued to such Shareholders credited as fully paid. Bye-laws , of Platinum Underwriters Holdings Ltd. 28 of 33 36.2 Where any difficulty arises in regard shares or debentures to any distribution under this Bye-Law, the Board may settle the same as it thinks expedient and, in particular, may authorise any person to sell and transfer any fractions or may resolve that the distribution should be as nearly as which they may be practicable in the correct proportion but not exactly so or may ignore fractions altogetherentitled upon such capitalization, and may determine that cash payments should be any agreement made to any Shareholders in order to adjust the rights of under such authority being binding on all parties, as may seem expedient to the Board. The Board may appoint any person to sign on behalf of the persons entitled to participate in the distribution any contract necessary or desirable for giving effect thereto and such appointment shall be effective and binding upon the ShareholdersMembers.

CAPITALISATION OF PROFITS. 36.1 The Board directors may from time to time with the authority of an ordinary resolution of the company: (A) subject as hereinafter provided, resolve to capitalise all any undivided profits of the company not required for paying any preferential dividend (whether or not they are available for distribution) or any part of any amount for the time being sum standing to the credit of any reserve or fund which is available for distribution or to the credit of any company’s share premium account and accordingly that such amount or capital redemption reserve; (B) appropriate the sum resolved to be set free for distribution amongst capitalised to the Shareholders or holders of any class of Shareholders Shares who would be have been entitled thereto to it if it were distributed by way of dividend and in the same proportions, proportions and apply such sum on the footing that the same be not paid in cash but be applied their behalf either in or towards paying up amounts the amounts, if any, for the time being unpaid on any shares in the Company Shares held by such Shareholders respectively them respectively, or in payment paying up in full of unissued shares, Shares or debentures or other obligations of the Companycompany of a nominal amount equal to that sum, to be allotted and distributed allot the Shares or debentures credited as fully paid amongst such Shareholdersto those holders, or as they may direct, in those proportions, or partly in one way and partly in the other; but the share premium account, provided that the capital redemption reserve, and any profits which are not available for distribution may, for the purpose purposes of this Bye-Lawarticle 40, a share premium account may only be applied only in paying up of unissued shares Shares to be issued allotted to such Shareholders holders of Shares which are credited as fully paid. Bye-laws ; (C) make such provision by the issue of Platinum Underwriters Holdings Ltd. 28 fractional certificates or by payment in cash or otherwise as they determine in the case of 33 36.2 Where any difficulty arises in regard to any distribution Shares or debentures becoming distributable under this Bye-Law, the Board may settle the same as it thinks expedient article 40 in fractions; and, in particular, may (D) authorise any person to sell and transfer any fractions or may resolve that the distribution should be as nearly as may be practicable in the correct proportion but not exactly so or may ignore fractions altogether, and may determine that cash payments should be made to any Shareholders in order to adjust the rights of all parties, as may seem expedient to the Board. The Board may appoint any person to sign enter on behalf of all the persons holders of the Shares concerned into an agreement with the company providing for the allotment to them respectively, credited as fully paid, of any Shares or debentures to which they are entitled to participate in the distribution upon such capitalisation, any contract necessary or desirable for giving effect thereto and agreement made under such appointment shall be effective and authority being binding upon the Shareholderson all such parties.