Shareholder Services

Glossary

• AIM

  The Alternative Investment Market (AIM) is a sub-market of the London Stock Exchange, allowing smaller companies to float shares with a more flexible regulatory system than is applicable to the Main Market. Flexibility is provided by less regulation and no requirements for capitalisation or number of shares issued. The independent FTSE Group maintains three indices for measuring the AIM, which are the FTSE AIM UK 50 Index, FTSE AIM 100 Index, and FTSE AIM All-Share Index.

• AIM Rules for Companies

  Usually referred to as the “AIM Rules”, these set out the rules and responsibilities in relation to AIM companies and are issued by the London Stock Exchange. The rules are available for download from http://www.londonstockexchange.com/aim.

• Annual General Meeting (AGM)

  An AGM is a meeting that public companies are required by law to hold. An AGM is generally held every year to inform members (shareholders) of previous and future activities. It is an opportunity for the shareholders to receive copies of the company’s accounts as well as reviewing fiscal information for the past year and asking any questions regarding the decisions the business will take in the future.

• Audit Committee

  In a publicly-held company, an audit committee is an operating subgroup of the Board of Directors, typically charged with oversight of financial reporting and disclosure. Committee members are drawn from members of the Company’s board of directors, with a Chairperson selected from among them.

• Blu-ray Disc

  Blu-ray Disc (also known as Blu-ray or BD) is an optical disc storage medium. Its main uses are high-definition video and data storage. The disc has the same physical dimensions as standard DVDs and CDs.

  The name Blu-ray Disc is derived from the blue laser used to read and write this type of disc. Because of the beam’s shorter wavelength, substantially more data can be stored on a Blu-ray Disc than on the DVD format, which uses a red laser.

  A Blu-ray Disc can store 50 gigabytes, almost six times the capacity of a DVD. Blu-ray Disc was developed by the Blu-ray Disc Association, a group representing makers of consumer electronics, computer hardware, and motion pictures. ZOO is a member of the Blu-ray Disc Association.

• Captions

  Captions are a text version of the spoken part of TV and movie. They are in the language of the medium rather than a translation to another language.

  Captions can either be open or closed. Closed captions can be turned on or off with the click of a button. Open captions are different from closed captions in that they are part of the video itself and cannot be turned off.

• Certificate Number

  This is the unique reference number that appears on a share certificate. Shareholders should reference this number in any communications with our Registrars.

• Combined Code on Corporate Governance

  This is a set of principles of good corporate governance and provides a code of best practice aimed at companies listed on the London Stock Exchange. It is overseen by the Financial Reporting Council and its importance derives from the Financial Services Authority’s Listing Rules.

  The Listing Rules require that public listed companies disclose how they have complied with the code, and explain where they have not applied the code. Private companies are also encouraged to conform; however there is no requirement for disclosure of compliance in private companies or AIM listed companies.

• Companies Act 1985

  The Companies Act 1985 is an Act of the Parliament of the United Kingdom of Great Britain and Northern Ireland, enacted in 1985, which enables companies to be formed by registration, and sets out the responsibilities of companies, their directors and secretaries.

  The Act was a consolidation of various other pieces of company legislation, yet it is just one component of the rules governing companies in England and Wales and in Scotland. A company will also be governed by its own Memorandum and Articles of Association.

• The Companies Act 2006

  The Companies Act 2006 has superseded the Companies Act 1985, although parts of the 1985 Act remain in force until it is repealed in the final implementation order, currently scheduled for 1 October 2009.

  Many important parts of the Act have already been brought into force, including those on meetings and resolutions and on company directors and secretaries.

• Convertible Unsecured Loan Stock (CULS)

  Common or preferred stock shares that are used as collateral to secure a loan from another party are known as “loan stock”. The loan will earn a fixed interest rate, much like a standard loan.

  A loan stock is called convertible if the loan stock can be directly converted to common shares under specified conditions and with a pre-determined conversion rate.

• Disclosure and Transparency Rules

  London Stock Exchange Main Market listed issuers are required to comply with the Disclosure and Transparency Rules.

  Designed to enhance transparency in European capital markets, the Rules establish minimum requirements in relation to Periodic financial reporting, the disclosure of major shareholdings in issuers whose securities are admitted to trading on a regulated market in the EU, and mechanisms for how this information is to be stored and disseminated.

• Dividend

  Dividends are payments made by a company to its shareholder members. When a company earns a profit or surplus, that money can be put to two uses: it can either be re-invested in the business (called retained earnings), or it can be paid to the shareholders as a dividend.

• Dubbing

  Dubbing is the art of replacing original dialogue in TV and movie content with localized recordings.

  Dubbing TV and movie content is a complex process as voice artists must retain the meaning, timing and mood of the original content.

  Recording of sounds for the movie in original language is called voice-over. In voice-over, the original actors record their dialogues in a recording room. In dubbing, an artist records the dialogues in local language.

• DVD

  DVD (also known as “Digital Versatile Disc” or “Digital Video Disc”) is a popular optical disc storage media format. Its main uses are video and data storage. Most DVDs are of the same dimensions as compact discs (CDs) but store more than six times as much data.

  Variations of the term DVD often describe the way data is stored on the discs: DVD-Video discs refer to properly formatted and structured video content.

  The DVD format was developed by the DVD Forum, a group representing makers of consumer electronics, computer hardware, and motion pictures. ZOO is a member of the DVD Forum.

• e-distribution

  See ‘Electronic Sell Through’.

• Electronic Press Kit

  An Electronic Press Kit (or “EPK”) is a press kit equivalent in electronic form. In business, electronic press kits are more commonly referred to as online or electronic media kits. They are used to promote artists and businesses via mass media.

• Electronic Sell Through (EST)

  Also referred to as “e-distribution”, the term is used in relation to electronic distribution, usually over the public internet, of digital data files. It is becoming increasingly popular as a way to deliver video programming to consumers, such as through Apple’s iTunes store www.apple.com/itunes.

• Extraordinary General Meeting (EGM)

  An Extraordinary General Meeting, commonly abbreviated as EGM, is a meeting of the shareholders of a company which occurs at an irregular time. The term is usually used where the group would ordinarily hold an AGM, but where an issue arises which requires the input of the entire membership and is too serious or urgent to wait until the next AGM.

• Memorandum and Articles of Association

  The articles of association of a company, often simply referred to as the articles, are the regulations governing the relationships between the shareholders and directors of the company, and are a requirement for the establishment of a company under the law of the United Kingdom and many other countries. Together with the memorandum of association, they form the constitution of a company.

  The equivalent in the United States is Articles of incorporation. Articles of association typically cover the issuing of shares (also called stock), the different voting and dividend rights attached to different classes of share, restrictions on the transfer of shares, the rules of board meetings and shareholder meetings, and other similar issues.

  The Companies Act 2006, which received Royal Assent on 8 November 2006 but will not be fully implemented until October 2009, provides for a new form of model articles of association for companies incorporated in the United Kingdom. Under the new legislation, the articles of association will become the single constitutional document for a UK company, and will subsume the role currently filled by the separate memorandum of association.

• Nominal Value

  The nominal value of a share is the issue value of the share – it is the value written on the share certificate that all shareholders will be given by the company in which they own shares. It is usually different from the market value of a share, which is the price that a share is being sold on the stock exchange.

• Nominated Advisor

  Also referred to as “Nomad”, this is a firm or company which has been approved by the London Stock Exchange (LSE) as a nominated adviser for the Alternative Investment Market (AIM).

  The Nomad project manages the admission of new issues to AIM and also acts as the effective regulator. Typically the Nomad is a firm of investment bankers with experience of bringing companies to the market. The Nomad performs this regulator role under licence from the LSE. This unique situation arises largely because the AIM is an exchange regulated market.

• Nominated Broker

  The broking firm for companies listed on the Alternative Investment Market (AIM) which brings buyer and sellers of the company’s shares together.

• Ordinary Shares

  Ordinary shares are also known as equity shares and they are the most common form of share in the UK. An ordinary share gives the right to its owner to share in the profits of the company (dividends) and to vote at general meetings of the company.

  Ordinary shareholders can vote on all of the issues raised at a general meeting of the company including appointment of directors and auditors, whether to accept the dividend proposed, changes to the company’s constitution (memorandum and articles of association).

• OTT

  OTT stands for ‘over-the-top’. The term is used for the delivery of TV and movie content via the internet, without requiring users to subscribe to a traditional cable or satellite pay-TV service.

  OTT does not mean free, as the term encompasses services such as Netflix, Amazon, iTunes and HBO Now.

• Regionalization

  The process of adapting content where text and symbols in one language are replaced with those in another.

• Registrar

  Registrars manage company share registers on their behalf. They are responsible for ensuring the shareholder details are recorded accurately.

• Remuneration Committee

  The purpose of the Remuneration Committee is to ensure that the executive directors of the company and other senior executives are fairly, but responsibly, rewarded for their individual contribution to the overall performance of the Company, and to demonstrate to shareholders that the remuneration of the executive directors and other senior executives of the group is set by a committee of the Board whose members have no personal interest in the outcome of the decisions of the Remuneration Committee and who will have due regard to the interests of shareholders.

• Share Option

  An option is a contract written by a seller that conveys to the buyer the right — but not the obligation — to buy (in the case of a call option) or to sell (in the case of a put option) a particular asset, such as shares of stock.

  In return for granting the option, the seller collects a payment (the premium) from the buyer. An important class of options is employee share options, which are awarded by a company to its employees as a form of incentive compensation.

• Subtitles

  Subtitles are translations for people who don’t speak the language of the medium – accompanying foreign films for example. Standard subtitles assume the viewer hears the audio.

  Subtitles for the Deaf and Hard of Hearing are written for viewers who may not be able to hear the audio. SDHH contain information about background sounds and speaker changes, along with a translation of the script.

• SVOD

  Subscription video on demand (SVOD) refers to a service that gives users unlimited access to a wide range of programs for a monthly flat rate. The users have full control over the subscription, and can decide when to start the program. They can also pause, fast forward, rewind and stop the show as preferred.

• TVOD

  Transactional video on demand (TVOD) is a distribution method by which customers pay for each individual piece of video on demand content. For example, a customer would pay a fee for each individual movie or TV show that they watch.

• Video on Demand

  Video on demand (VOD) systems allow users to select and watch/listen to video content on demand. VOD systems either stream content through a set-top box, allowing viewing in real time, or download it to a device such as a computer, digital video recorder, personal video recorder or portable media player for viewing at any time.

• Warrant

  A warrant is like an option. It gives the holder the right but not the obligation to buy an underlying security at a certain price, quantity and future time. The security represented in the warrant (usually share equity) is delivered by the issuing company instead of by an investor holding the shares.