Regulation 112 Power to make rules

the procedures for recording and transferring title to securities set out in these Regulations; and

the persons responsible for or involved in their operation.

as to the steps to be taken by a company and participants upon, or prior to, the conversion of a certificated security into, or issue of units of a security in, uncertiticated form or the conversion of an uncertificated security into certificated form;

as to the form and manner in which any instruction (including a proper instruction to register), notification, election, consent, confirmation or other message (together referred to in this paragraph as an “instruction”) is to be given or treated as given for the purposes of any provision of these Regulations and the manner (if any) in which an instruction is to be authenticated;

as to the form and manner, or circumstances, in which any instruction may be cancelled, amended or withdrawn or treated as cancelled, amended or with-drawn;

as to the content of an instruction and whether any and if so what other messages to, or existing information already known or likely to be known to, the recipient are to be treated as relevant to or associated with an instruction so as to form part of the instruction in order that any information required to be conveyed by the instruction or otherwise requisite for the operation of the procedures under these Regulations may be conveyed;

as to the form and manner in which any communication contemplated by these Regulations is to be made if it is to be regarded as a valid communication;

as to the circumstances in which an instruction may be given to a company controller on conditions or on terms that an act is not to be done rather than done or as to the circumstances in which a company controller is to refuse to act on an instruction from an approved person;

(where an instruction may be communicated by a person acting on behalf of another) as to the persons who may communicate a given instruction by means of a valid communication;

where an act is required by these Regulations to be done on a day or by reference to a day, as to the time on that day or by reference to which on that day the act is to be done;

as to the periods of time within which any of the procedures or duties set out in these Regulations must be completed or complied with;

as to the information or records to be kept by the persons responsible for or involved in the operation of the procedures set out in these Regulations and the period of their retention;

governing the keeping of a record of entitlements or account holders, including the procedures to be followed to reconcile the records one with another and the occasions on which the reconciliation is to take place;

as to any circumstances in which any participant should act through the agency of the Operator in connection with the procedures rather than act directly;

governing the performance of the functions of a controller by the Operator under regulation 62;

as to any procedures to be followed or requirements complied with by the Operator, a company or participant where a unit of an uncertificated security is cancelled, redeemed, sub-divided or consolidated;

as to supplementary procedures or requirements in relation to an offer for all or any units of an uncertiticated security, including in relation to the transfer of uncertificated shares to an offeror where an offeror is entitled and bound to acquire such shares under section 430(2) or section 430B(2) of the 1985 Act; and

as to any supplementary procedures or requirements relating to the admission or continued participation of any person as a participant in the system or the resignation, restriction, suspension or withdrawal of such participation.

that the instrument was made by the Secretary of State;

that the copy is a true copy of the instrument; and

that on a specified date the instrument was made available to the public as required by paragraph (3) above,