La transformación de las vistas panorámicas urbanas hasta el Renacimiento

3.1 At the date of its incorporation, the authorised share capital of the Company was £1,000 divided into 1,000 ordinary shares of £1 each of which one subscriber share was in issue, fully paid.

3.2 On 27 January 2004 the subscriber share was transferred to Richard Ian Hughes. 3.3 By way of resolutions dated 27 January 2004 it was resolved that:

3.3.1 the existing issued ordinary shares and each of the existing un-issued ordinary shares of £1 each in the capital of the Company be sub-divided into 20,000 ordinary shares of 0.005p each; 3.3.2 the authorised share capital of the Company be increased from £1,000 to £250,000 by the

creation of 3,980,000,000 ordinary shares of 0.005p each and 50,000 redeemable shares of £1 each in the capital of the Company each having the rights and being subject to the restrictions set out in the Articles of Association as adopted by the resolutions;

3.3.3 the Directors were generally and unconditionally authorised (in substitution for the authority conferred on them by the existing articles of association of the Company) to exercise all powers of the Company to allot relevant securities (within the meaning of Section 80 of the Act) up to an aggregate nominal amount equal to the nominal amount of the authorised but unissued share capital of the Company immediately following the passing of the resolution of PROVIDED

that the Company may before such expiry make an offer or agreement which would or might require relevant securities to be allotted after such expiry and the Directors may allot relevant securities in pursuance of such offer or agreement as if the authority conferred had not expired; 3.3.4 the Directors were empowered pursuant to Section 95 of the Act to allot equity securities (within the meaning of Section 94 of the Act) for cash pursuant to the authority conferred by the resolution referred to at paragraph 3.3.3 of Part VI above as if Section 89(1) of the Act did not apply to any such allotment; and

3.3.5 the current Articles were adopted.

3.4 On 27 January 2004 the Company issued 50,000 Redeemable Shares of £1 each, one quarter paid to Zeus Partners of which Richard Ian Hughes is a partner.

3.5 On 17 February 2004 it was resolved that:

3.5.1 the authorised share capital of the Company be increased from £250,000 to £350,000 by the creation of 2,000,000,000 ordinary shares of 0.005p each having the rights and being subject to the restrictions set out in the articles of association;

3.5.2 the Directors of the Company were authorised generally and unconditionally to exercise all powers of the Company pursuant to Section 80 of the Act to allot relevant securities (as defined by sub-section (2) of that Section) up to an aggregate nominal value equal to the nominal amount of the authorised but unissued share capital of the company immediately following the passing of the Resolution, PROVIDED THAT this authority, unless renewed, shall expire on the day before the fifth anniversary of the passing of the Resolution save, that the Company may before such authority expires make any offer, agreement or arrangement which would or might require relevant securities to be allotted after such authority expires and the Directors may allot the relevant securities, in pursuant of any such offer, agreement or other arrangement as if the authority conferred hereby had not expired;

3.5.3 the Directors were empowered pursuant to Section 95 of the Act to allot equity securities (within the meaning of Section 94 of the Act) for cash pursuant to the authority conferred by the resolution referred to at paragraph 3.5.2 of Part VI above as if Section 89(1) of the Act did not apply to any such allotment.

3.6 On 17 February 2004, the Company issued 13,980,000 ordinary shares of 0.005p each for cash at par. 3.7 On 3 June 2004 the Company issued and allotted 23,000,000 ordinary shares of 0.005p at 5p per share

under an offer for subscription.

3.8 The 50,000 redeemable shares of £1 each were fully paid up following the closing of the offer for subscription and were redeemed by the Company on 3 June 2004 out of the proceeds of the offer for subscription and were subsequently cancelled.

3.9 On 3 June 2004 the Company made a bonus issue of 40 ordinary shares of 0.005p each, paid up, for every ordinary share of 0.005p held and subsequently consolidated every 100 ordinary shares of 0.005p each into 1 ordinary share of 0.5p.

3.10 Pursuant to the Brearley’s Placing Letter James Brearley & Sons Limited agreed in a letter of confirmation dated 30 June 2004 to subscribe for, and the Company agreed to issue and allot, in both cases conditionally upon the Acquisition, 3,428,572 Ordinary Shares for a total subscription price of £600,000.

3.11 The Proposals will entail the Company allotting a further 27,001,042 New Ordinary Shares (assuming the Placing is fully subscribed).

3.12 Share capital of the Company

3.12.1 The authorised and issued share capital of the Company at the date of this document are as follows:

Number of Nominal Number of Nominal

Ordinary Shares value Redeemable Shares value

Authorised share capital 60,000,000 £300,000 50,000 £50,000 Issued and fully paid up share capital 15,170,000 £75,850 Nil Nil 3.12.2 The authorised and issued share capital of the Company following Admission will be as follows:

Number of Nominal Number of Nominal

Ordinary Shares value Redeemable Shares value

Authorised share capital 60,000,000 £300,000 50,000 £50,000 Issued and fully paid up share capital 45,599,613 £227,998.06 Nil Nil 3.13 Save as referred to in this paragraph 3 and paragraph 5.5 of this Part VII, no share or loan capital of the

Company is under option or has been agreed, conditionally or unconditionally, to be put under option. 3.14 The Company intends to adopt (acting through the Board) an Enterprise Management Incentive Share

Option Scheme and/or an Unapproved Share Option Scheme at the earliest opportunity. These schemes will be used to reward and incentivise employees of the Group. Initially grants of options are intended to be made to existing employees of FTL and FTSSL over not exceeding 3% of the enlarged ordinary share capital assuming completion of the Proposals. Exercise of these options will not be permitted until the third anniversary of admission and then only on a phased basis. Exercise will be conditional on the optionholder remaining in the Group’s employment. The price payable on the exercise of these options will be 0.5p per share.