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Notes to the consolidated financial statements (continued)

24. Preference shares (continued) 24.1. Reset preference shares

The reset preference shares (RPS) issued by the Company are perpetual, paying fixed non-cumulative dividends with certain terms periodically reset. The next reset date is 14 September 2011. Holders have an option on each reset date to request the preference shares be exchanged. Once a holders’ exchange request is received, the Company will exchange for cash of approximately equal value to the original issue price of the preference shares, or to have the preference shares acquired by a third party with proceeds delivered to the holder. It is the Company’s current intention to exchange the relevant RPS for cash consideration rather than exchanging the RPS for Company ordinary shares).

Holders of the RPS are entitled to receive a dividend as calculated by the formula set out in the

Information Memorandum dated 16 August 2001. Such dividends are at the discretion of the directors and only payable if the restrictions as set out in the Information Memorandum are complied with. The dividends are expected to be fully franked.

The Group’s restructure was a Control Event as defined in the RPS terms. It triggered an option for holders to request exchange. Exchange requests for 418,046 RPS were received. Exchange consideration of $42 million was settled in cash on 23 March 2011 and the exchanged RPS were cancelled on this date. The next reset date is 14 September 2011.

24.2. Convertible preference shares (CPS)

The CPS are fully paid preference shares issued by the Company which will mandatorily convert into a variable number of ordinary SGL shares on 14 June 2013 (subject to certain requirements being met). In addition, the Company must convert the CPS into a variable number of SGL ordinary shares or redeem the CPS for cash within 35 days of the occurrence of an Acquisition Event (subject to certain conditions being met). The CPS Prospectus dated 14 May 2008 is amended for the Company being substituted by SGL as the issuer of ordinary shares upon conversion of the CPS as a result of the execution of the CPS Deed Poll from the NOHC Restructure.

Holders of the CPS are entitled to receive floating rate quarterly non-cumulative preferred dividends calculated by the formula set out in the Prospectus which are subject to payment tests also documented in the Prospectus. Such dividends are at the discretion of the directors and only payable if the restrictions, as set out in the Prospectus, are complied with. The dividends are expected to be fully franked.

24.3. Preference shares dividends paid

Cents per

share $m Date paid

Cents per

share $m Date paid Dividend payments on reset preference shares recognised as interest expense

Half-yearly dividend 255 4 14 September 2010 255 4 14 September 2009 Half-yearly dividend 251 4 14 March 2011 251 4 15 March 2010 Total dividends on reset preference shares 8 8 Dividend payments on convertible preference shares recognised as interest expense

Quarterly dividend 142 10 14 September 2010 113 8 14 September 2009 Quarterly dividend 140 10 14 December 2010 116 9 14 December 2009 Quarterly dividend 143 11 14 March 2011 130 10 15 March 2010 Quarterly dividend 144 11 14 June 2011 135 10 15 June 2010 Total dividends on convertible preference shares 42 37

Consolidated and Company

2010 2011