18. Contributed Equity (continued) (ii) on a resolution to approve the terms of a buy-back agreement; (iv) during the winding up of the Company. (iii) during a period in which a dividend or part of a dividend on the red eemable convertible preference shares is in arrears; or (4) for the disposal of the whole of the property, business and und ertaking of the Company; (3) to wind up the Company; or (2) that affects rights attached to the redeemable convertible prefer ence shares; (1) to reduce the share capital of the Company; (i) on a proposal: In the event of the winding up of the Company, redeemable convertible pr eference shares will rank for repayment of capital behind all creditors of the Company, but ahead of the ordinary class shares. (h) Restricted shares On his appointment as Chief Executive Officer on 13 December 2000, 1,000,000 Restricted Shares were issued to Mr J C Ellice-Flint. The Restricted Shares were issued for nil consideration and are held und er a trust structure. The Restricted Shares carry rights to dividends and bonus issues and allow Mr Ellice-Flint to instruct the trustee as to the ex ercise of voting rights. Legal title in the Restricted Shares will not pass to Mr Ellice-Flint until he has completed five years continuous service with the Group or his employment is earlier terminated by the Company (other than for cause). The redeemable convertible preference shares may, at the sole discretion of  the Company, be converted into ordinary class shares and/or exchanged. Redeemable convertible preference shareholders receive a floating prefer ential, non-cumulative dividend which incorporates the value of franking credits (i.e. it is on a grossed up basis), set at the Bank Bill Swap Rate f or 180 day bills plus a margin. Dividends on redeemable convertible preference shares are in priority to any dividend declared on ordinary class shares. Redeemable convertible preference shareholders are not entitled to vote at any general meetings, except in the following circum stances: Under the terms of the redemption and buy-back, those shareholders wh ose reset convertible preference shares were redeemed at face value and reinvested in redeemable convertible preference shares were entitled to a $5.00 per share special dividend which was paid on 7 October 2004. On 30 September 2004, the Company issued 6,000,000 redeemable convertible preference shares at $100 each, which resulted in an amount of $600,000,000 being credited to the Company’s capital account before ded ucting the costs of issue. (f) Reset convertible preference shares redemption and buy-back (g) Redeemable convertible preference shares (e) Maximum number of shares that may be acquired under shar and option schemes (i) shares issued under and for the time being outstanding an subject to the terms of each employee share plan of the Company; and (ii) unissued shares to which options are granted and for the time bein g outstanding under any employee or executive share option plan of the Company; cannot exceed 5% of the issued shares of all classes of the Company. The aggregate number of: On 30 September 2004, through a redemption and buy-back arrangemen t, the Company cancelled its entire 3,500,000 reset convertible preference shares on issue at that date. 2,865,821 shares were redeem ed at face value and reinvested in redeemable convertible preference shares, 489,774 shares were bought back for $105 each and cancelled, an d 144,405 shares were redeemed at face value. This redemption and buy-back resulted in an amount of $350,000,000 being debited against th e Company’s capital account and an amount of $2,448,870 being debited against retained profits representing the $5.00 premium pai over the issue price in the buy-back of the 489,774 reset convertible preference shares. Annual Report 2004 67