Imperial Chemical Industries (ICI)

Called up £1 Ordinary share capital of the parent company

The Company has one class of ordinary shares which carries no right to fixed income.

Limitation of borrowings
The Articles of Association of Imperial Chemical Industries PLC state that borrowings after deducting cash, current asset investments and short-term deposits must not exceed two and a half times the shareholders’ equity after adding back sums, calculated in accordance with US GAAP, equivalent to the unamortised balance of goodwill arising on acquisitions made after 1 January 1985, which had been written off against reserves under UK accounting practice. Any borrowings, cash or short-term investments held by subsidiaries in their capacity as trustee of a Group pension fund are excluded from the calculation. For the purposes of calculating the basis of the borrowings limits, in accordance with the Articles of Association, the total of the sums standing to the credit of capital and revenue reserves of the Company and its subsidiary undertakings, to be added to the nominal amount of the share capital of the Company, was £1,245m at 31 December 2006 (2005 £930m).

The Group has acquired, or is committed to acquire under forward contracts, 25.6 million shares or ADSs of the Company to hedge its obligations under the Senior Staff and Executive Share Options and Stock Appreciation Rights, the Performance Growth Plan and the Performance Share Plan. 2.5 million shares purchased in the market are held by a trust. In addition, the trust has entered into forward commitments to purchase 23.1 million shares at a weighted average cost of £4.43 per share (total balance sheet liability of £102m) in 2007, although the trust has the option to roll forward these commitments for further periods if required. These forward commitments include collateral requirements related to the prevailing share price of the Company. At 31 December 2006, no collateral is posted with the counterparties to these transactions. The contracts include the right to either take delivery of shares or to “net settle” the contracts in cash. On 19 January 2007, the Group settled its forward commitments and took delivery of 23.1m shares with a total cash outflow of £126m (£102m relating to the cost and £24m relating to the accrued finance charges). These shares are intended to satisfy requirements for share awards and share options exercisable in the period 2007 to 2016.