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 are 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
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.
On 3 December 2010, 146,888,231 Ordinary Shares were placed to raise approximately €100 million.

Under the terms of the resolutions passed on 2 December 2010, the directors have power to allot a further 324,389,000 shares of which 162,194,500 can only be allotted in a Rights Issue. 500,000 shares have so far been issued under these powers.

Date(s) of Issue	Number of 25p ordinary shares*	Consideration Received
1 Dec 2002	857,142	Outstanding shares
31 Dec 2002 to 5 Mar 2003	3,503,541	£0.635 per 25p share in cash
25 Mar 2004 to 27 May 2004	2,158,679	£0.635 per 25p share in cash
31 Jan 2006	830,207	Conversion of CULS at £2 per 25p share
6 Feb 2006	10,000,000	Placing at £2.30 per 25p share in cash
3 Mar 2006	621,319	Rights issue at £2.30 per 25p share
6 Mar 2006	2,690,671	Placing at £2.30 per 25p share
19 Jun 2006	40,000	£0.635 per 25p share in cash on the exercise of options
20 Jun 2006	20,701,559	Total shares in issue
	Number of 5p ordinary shares*
20 Jun 2006	103,507,795	Shares in issue after subdivision
1 Aug 2006	7,748,085	Exercise of warrants
15 Aug 2006	22, 970,582	£0.55 per 5p share in cash on listing on AIM
Apr / May 2007	475,000	£0.127 per 5p share in cash on exercise of options
25 Jan 2008	800,000	£0.127 per 5p share in cash on exercise of options
25 Jun 2008	100,000	£0.127 per 5p share in cash on exercise of options
12 Jun 2008	96,760,349	£0.12 per 5p share in cash
16 Jul 2008	180,000	£0.14 per 5p share in cash
31 Dec 2009	220,000	£0.165 per 5p share in cash on exercise of options
31 Dec 2009	300,000	£0.17 per 5p share in cash on exercise of options
3 Feb 2010	106,433,438	£0.32 per 5p share in cash
15 Oct 2010	200,000	£0.46 per 5p share in cash on exercise of options
3 Dec 2010	146,888,231	£0.575 per 5p share in cash
4 Dec 2010	200,000	£0.46 per 5p share in cash on exercise of options
4 Dec 2010	100,000	£0.55 per 5p share in cash on exercise of options
9 Dec 2010	200,000	£0.46 per 5p share in cash on exercise of options
9 Dec 2010	487,083,480	Total 5p shares in issue
1 Aug 2011	494,253,584	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

At 2 December 2011.

	Shares 000's
Toscafund Asset Management and Toscafund Global	114,922,978	23.25%
Kulczyk Investments S.A.	68,055,728	13.77%
Norges Bank Investment Management	25,036,251	5.07%
Capital Research	24,940,000	5.05%
Fidelity International Limited	24,094,121	4.87%
Lord Sainsbury of Preston Candover KG	21,980,359	4.45%
Ingalls and Snyder	19,527,930	3.95%
Black Rock	16,269,370	3.29%
Fidelity management and Research LLC	15,814,146	3.20%
Total shares in issue	494,253,584

3. Directors Declarable Interests

Director	Number of shares held
	Beneficial	Non beneficial
John Conlin	100,000
Rowen Bainbridge	387,712
David Walker	110,000
Manoj Madnani	145,924	68,055,728*
Darius Mioduski	4,914,193	68,055,728*
John Matthews	25,000
David Prior	2,681,345
John Smallwood	-
Piotr Rozwadowski	-
Total	8,364,174	68,055,728

◦ Dariusz Mioduski and Manoj Madnani are jointly interested non-beneficially in the shares shown – they are therefore only included once in the total

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. On 21 August 2011 the remaining warrants were either exercised or lapsed.

There are currently 6,043,954 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 29%