Aurelian

Share Capital

1. Share Capital

The main events in the capital history of the Company from 1 December 2002 to the date of this document is as follows:

On 1 December 2002, the authorised share capital of the Company was £2,000,000 divided into 8,000,000 ordinary shares of 25p each, of which 857,142 ordinary shares of 25p each were in issue fully paid or credited as fully paid
On 1 December 2002, the authorised share capital of the Company was £2,000,000 divided into 8,000,000 ordinary shares of 25p each, of which 857,142 ordinary shares of 25p each were in issue fully paid or credited as fully paid
Between December 2002 and May 2004, 5,662,220 ordinary shares of 25p each were issued to raise approximately £3.6 million.
On 31 January 2006 the Company converted its CULS into ordinary shares of 25p on 31 January 2006 at a rate of £2.00 per share
On 7 February and 3 March 2006, 13,311,990 new Ordinary Shares were placed to raise approximately €39 million
27 January 2006 the authorised share capital of the Company was increased to £5,000,000 divided into 20,000,000 ordinary shares of 25p each
24 February 2006 the authorised share capital of the Company was increased to £30,000,000 divided into 120,000,000 ordinary shares of 25p each
On 20 June 2006 the authorised and issued share capital of the Company was subdivided into 600,000,000 Ordinary Shares of 5p each
On 12 June 2009 96,760,349 new Ordinary Shares were placed to raise approximately £11.6 million.
On 16 July 2009 the new Chief Executive Officer, Rowen Bainbridge, subscribed for 180,000 new ordinary shares of 5 pence each at the 14 pence per share.
On 3 February 2010, 106,433,438 new Ordinary Shares were placed to raise approximately €39 million.

The Company is currently authorised to issue up to 600,000,000 Ordinary Shares of which 339,495,249 are in issue.

Since 1 December 2002 the following shares have been issued:

Date(s) of Issue	Number of 25p ordinary shares*	Consideration Received
1 December 2002	857,142	Outstanding shares
31 December 2002 to 5 March 2003	3,503,541	£0.635 per 25p share in cash
25 March 2004 to 27 May 2004	2,158,679	£0.635 per 25p share in cash
31 January 2006	830,207	Conversion of CULS at £2 per 25p share
6 February 2006	10,000,000	Placing at £2.30 per 25p share in cash
3 March 2006	621,319	Rights issue at £2.30 per 25p share
6 March 2006	2,690,671	Placing at £2.30 per 25p share
19 June 2006	40,000	£0.635 per 25p share in cash on the exercise of Options
20 June 2006	20,701,559	Total shares in issue
	Number of 5p ordinary shares*
20 June 2006	103,507,795	Shares in issue after subdivision
1 August 2006	7,748,085	Exercise of warrants
15 August 2006	22, 970,582	£0.55 per 5 pence share in cash on listing on AIM
April / May 2007	475,000	£0.127 per share in cash on exercise of Options
25 January 2008	800,000	£0.127 per share in cash on exercise of options
25 June 2008	100,000	£0.127 per share in cash on exercise of options
12 June 2008	96,760,349	£0.12 per share in cash
16 July 2008	180,000	£0.14 5p pence in cash
31 December 2009	220,000	£0.165 per 5p share in cash on exercise of Option
31 December 2009	300,000	£0.17 per 5p share in cash on exercise of Option
3 February 2010	106,433,438	£0.32 per 5p share in cash
4 February 2010	339,495,249	Total 5p shares in issue

Note: On 20 June 2006 each ordinary share of 25p was subdivided into 5 Ordinary Shares; the issues post that date therefore are expressed in relation to 5p Ordinary Shares.

2. Substantial Shareholding

After the allotment of shares on 3 February 2010.

	Shares 000's
Lord Sainsbury of Preston Candover KG	43,960,718	12.9%
Kulczyk Investments S.A.	34,272,014	10.1%
Fidelity International Limited	28,655,156	8.4%
Palo Alto Investors	27,787,778	8.2%
Toscafund Asset Management	21,832,500	6.4%
Ingalls & Snyder	19,365,930	5.7%
Blue Ridge	12,985,437	3.8%
Integrated Core Strategies (Europe) s.a.r.l.	12,525,000	3.3%
Contessa*	10,945,485	3.2%
Total shares in issue	339,495,249

*Contessa is beneficially owned by Mr Donnelly who is a Director

3. Directors Declarable Interests

Director	Number of shares held
	Beneficial	Non beneficial
Rowen Bainbridge	383,125
Mark Reid	203,125
David Walker	78,125
Dariusz Mioduski		34,272,014
Miles Donnelly	10,945,485
Nicholas Coats	30,240	43,960,718
Malcolm Pattinson	638,900
David Prior	2,381,345
Michael Seymour	5,143,690	2,408,937
Total	19,804,035	80,641,669

4. Warrants and options

In August 2006, the Company issued warrants to advisers pursuant to the listing of the entire issued share capital on AIM.

Number	Exercise Price	Expiry Date
2,013,397	£0.55p	21 August 2011

There are 10,359,712 options to management and staff outstanding.

5. Shares under Control of the Board

At the General Meeting held on 3 February 2010, the following resolution was passed:

3 That in substitution for all subsisting authorities to the extent unused, the Directors be and they are hereby empowered pursuant to section 570 and section 573 CA 2006 to allot equity securities (within the meaning of section 560 CA 2006) as if section 561 CA 2006 did not apply to any such allotment, provided that this power shall be limited to:

a) the allotment of equity securities of up to an aggregate nominal value of £6,000,000, being the maximum aggregate nominal amount of the Placing Shares in connection with the Placing as described in the Circular;
b) the allotment of equity securities in connection with an issue or offering in favour of holders of equity securities and other persons entitled to participate in such issue or offering where the equity securities respectively attributable to the interests of such holders and persons are in proportion (as nearly as may be practicable) to their existing holdings and to holders of other equity securities as required by the rights of those securities or as the Directors otherwise consider necessary, and so that the Directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with any treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or the requirements of any regulatory body or stock exchange or any other matter (including any such problems arising by virtue of equity securities being represented by depositary receipts); and
c) the allotment (otherwise than under paragraphs (a) and (b) of this Resolution 3) of equity securities up to an aggregate nominal amount of £1,765,309,

and this Resolution 3 shall expire at the conclusion of the next Annual General Meeting of the Company after the passing of this Resolution 3 or 30 June 2011, whichever is the earlier, except that the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of such offer or agreement as if the power conferred hereby had not expired.

6. Share Transfer Limitations

There are currently no restrictions on the transfer of AIM Securities.
7. Shares not in Public Hands
As far as the Company is aware, the percentage of AIM Securities that is not in public hands is 30%