Director's Report
(CONTINUED)
TYRATECH, INC. • ANNUAL REPORT 2011 • PAGE 18
DIRECTORS INDEMNITY INSURANCE
The Group has taken out insurance to indemnify, against third
party proceedings, the Directors of the Group whilst serving
on the Board of the Group and of any subsidiary, associate
or joint venture. This cover indemnifies all employees of the
Group who serve on the boards of all subsidiaries. These qualifying
third party indemnity policies subsisted throughout the
year and remain in place at the date of this report.
CAPITAL STRUCTURE
The capital structure of the Group comprises common shares
of US$0.001 par value each.
There are no specific restrictions on the transfer of shares by
any shareholder. There are no significant agreements to which
the Group is a party that take effect, alter or terminate upon
a change in control of the Group following a takeover bid.
During the year ended December 31, 2011 the Company issued
18,750 of new common shares for an employee exercise
of stock appreciation rights from the 2007 Equity Compensation
Plan.
SUBSTANTIAL SHAREHOLDINGS
At June 1, 2012, the Group has been advised of the following
shareholdings amounting to 3% or more of the ordinary share
capital of the Group.
Number Percentage
Sustainable Asset Management 14,404,244 13.5%
Legal & General 13,962,232 13.1%
Close Asset Management 9,569,517 9.0%
Henderson Global Investors 7,940,744 7.4%
A.J. Reade 7,561,358 7.1%
Fiske Nominees 7,293,889 6.8%
Vanderbilt University 5,086,799 4.8%
Standard Life 4,805,581 4.5%
XCap Securities 4,400,000 4.1%
Ora Capital 3,810,178 3.6%
AUDITORS
A resolution to reappoint Grant Thornton LLP, a U.S. limited liability
partnership, as auditors and to authorize the Directors
to determine their remuneration will be proposed at the Annual
General Meeting.
DIRECTORS' STATEMENT AS TO DISCLOSURE OF INFORMATION
TO AUDITORS
The Directors who were members of the Board at the time of
approving this report are listed on page 8. Having made enquiries
of fellow Directors and of the Group's auditors, each
of these Directors confirms that:
• To the best of his knowledge and belief, there is no
information relevant to the preparation of their report
of which the Group's auditors are unaware; and
• Each Director has taken all the steps a Director might
reasonably be expected to have taken to be aware of
relevant audit information and to establish that the
Group's auditors are aware of that information.
By order of the board
Alan Reade
Executive Chairman
June 28, 2012
