Description of Securities

Village Roadshow Limited has two classes of issued securities: Ordinary shares and A Class Preference Shares. The following table summarises the main features of each security type.

  •  
  • Ordinary Shares
  • Preference Shares
  • Receipt of Notices
  • Yes
  • Yes
  • Attend and participate in shareholder meetings
  • Yes
  • Yes, subject to voting restrictions
  • Voting
  • One vote for every share held
  • One vote per Preference share in one or more of the following circumstances:

    • During a period during which a dividend (or part of a dividend) in respect of a Preference share has been declared and is in arrears;
    • On a proposal to reduce VRL's share capital;
    • On a resolution to approve the terms of a buy-back agreement;
    • On a proposal that affects rights attaching to the Preference shares;
    • On a proposal to wind-up VRL;
    • During the winding up of the Company; and
    • On a proposal for the disposal of the whole of VRL's property, business and undertaking.
  • Dividends
  • As proposed by Directors
  • If a dividend is recommended by directors and declared, it will be a minimum of 10.175 cents per share or 3 cents above the ordinary dividend, whichever is higher.

    Preference share dividends have priority to ordinary dividends.

    Dividend rights are non-cumulative.

  • Redemption
  • Not applicable
  • Not applicable
  • Conversion to ordinary shares
  • Not applicable
  • In the event of an unconditional takeover for VRL, Directors issue a statement which recommends acceptance and/or advises that Village Roadshow Corporation Limited intends to accept the offer, Preference shares convert to ordinary shares at a ratio of one for one.
  • Winding up
  • After holders of Preference shares first paid $0.50, then ordinary paid $0.50, then equally with Preference Shares.
  • In priority to ordinary shareholders to $0.50, then ordinary paid $0.50, then surplus shared pro rata between the two classes.

 

A more detailed explanation of the rights attaching each security type is contained in the Company's Constitution. The Company's Constitution is available in PDF format. Users may view the Constitution, just click on the link below to open the PDF.
Company Constitution