AGM Information • Jul 14, 2011
AGM Information
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Annual General Meeting of the Company held on 14 July 2011 in addition to the resolutions concerning Ordinary Business the following resolutions were passed as follows:
THAT:
THAT in accordance with sections 366 and 367 of the Companies Act 2006 (the 'Act') the Company, and all companies that are its subsidiaries at any time during the period for which this resolution has effect, be hereby authorised to make political donations and incur political expenditure as defined in sections 364 and 365 of the Act, not exceeding £25,000 in total during the period commencing on the date of the passing of this resolution and ending on the date of the AGM of the Company to be held in 2012 (or, if earlier, 13 October 2012).
THAT the Company be hereby generally and unconditionally authorised pursuant to section 701 of the Act to make market purchases, as defined in section 693(4) of the Act, of Ordinary Shares of 0.05p each in the capital of the Company ('Ordinary Shares') provided that:
a) an amount equal to 105 per cent of the average of the middle market quotations for an Ordinary Share as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the relevant share is purchased; and
b) the higher of the price of the last independent trade and the highest current independent bid as stipulated by the Buy-back and Stabilisation Regulations (EC 2273/2003); and
THAT the Directors be hereby authorised to allot shares in the Company and to grant rights to subscribe for or to convert any security into shares in the Company up to a nominal amount of £72,000 provided that this authority shall apply until the conclusion of the Company's AGM to be held in 2012 (or, if earlier, 13 October 2012), but in each case, so that the Company may make offers or enter into any agreements during the relevant period which would, or might, require relevant securities to be allotted after such expiry and the directors may allot relevant securities in pursuance of such offer or agreement as if the authority conferred hereby had not expired.
THAT, subject to the passing of Resolution 17, the directors be hereby empowered, pursuant to section 570 of the Act, to allot equity securities (within the meaning of section 560(2) of the Act) for cash pursuant to the authority conferred by that resolution and/or where such allotment constitutes an allotment of equity by virtue of section 560(2) of the Act, as if section 561 of the Act did not apply to any such allotment, provided that the power shall be limited to:
Such power shall apply until the conclusion of the AGM to be held in 2012 (or, if earlier, 13 October 2012) but during this period the Company may make offers, and enter into agreements which would or might require equity securities to be allotted after the power ends and the directors may allot equity securities under any such offer or agreement as if the power had not ended.
THAT the directors be hereby authorised to call general meetings (other than an AGM) on not less that 14 clear days' notice.
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