Regulation 2

all of the following items in the latest accounts of the company:

paid‑up ordinary share capital;

paid‑up irredeemable and non‑cumulative preference share capital; and

any unappropriated profit or loss in the latest audited accounts of the company,less —

any interim loss in the latest accounts of the company; and

any dividend that has been declared since the latest audited accounts of the company;“financial year” has the meaning given by section 4(1) of the Companies Act 1967;“irredeemable and non‑cumulative preference share capital”, in relation to the base capital of a company, means share capital consisting of preference shares that satisfy all of the following requirements:

the principal of each share of the company is perpetual;

the shares of the company are not callable at the initiative of the company or the shareholders, and the principal of the shares cannot be repaid outside of liquidation of the company, except in the case of a repurchase or other manner of reduction of share capital that is initiated by the company and permitted under written law;

the company has full discretion to cancel dividend payments, and —

the cancellation of dividend payments is not an event of default of the company under any agreement;

the company has full access to cancelled dividend payments to meet its obligations as they fall due; and

the cancellation of dividend payments does not result in any restriction being imposed on the company under any agreement, except in relation to dividend payments to ordinary shareholders of the company;“licence” means a licence granted under section 138 of the Act;“total capital contribution”, in relation to a partnership or limited liability partnership, means the aggregate of the capital contribution of each partner (existing or former) that is held by that partnership or limited liability partnership at the time of the application for a licence under section 138 of the Act or while the licence is in force, as the case may be.