AGM Information • May 10, 2016
AGM Information
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That the Board be generally and unconditionally authorised to allot shares in the Company and to grant rights to subscribe for or convert any security into shares in the Company up to a nominal amount of $£3,585,323$ , such authority to apply until the end of next year's Annual General Meeting (or, if earlier, until the close of business on 9 August 2017) but during this period the Company may make offers and enter into agreements which would, or might, require shares to be allotted or rights to subscribe for or convert securities into shares to be granted after the authority ends and the Board may allot shares or grant rights to subscribe for or convert securities into shares under any such offer or agreement as if the authority had not ended.
That if resolution 13 is passed, the Board be given power to allot equity securities (as defined in the Companies Act 2006) for cash under the authority given by that resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the Companies Act 2006 did not apply to any such allotment or sale, such power to be limited:
and so that the Board may impose any limits or restrictions and make any arrangements which it considers necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter; and
(B) in the case of the authority granted under resolution 13 and/or in the case of any sale of treasury shares for cash, to the allotment (otherwise than under paragraph (A) above) of equity securities or sale of treasury shares up to a nominal amount of £537,798.
such power to apply until the end of next year's Annual General Meeting (or, if earlier, until the close of business on 9 August 2017) but, in each case, during this period the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the power ends and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the power had not ended.
That the Company be authorised for the purposes of section 701 of the Companies Act 2006 (the "Act") to make one or more market purchases (as defined in section $693(4)$ of the Act) of its ordinary shares of $38^{6/13}$ pence each, such power to be limited:
$(A)$ to a maximum number of 2,796,553 ordinary shares; and
in each case, exclusive of expenses;
such power to apply until the end of next year's Annual General Meeting (or, if earlier, 9 August 2017), but in each case so that the Company may enter into a contract to purchase ordinary shares which will or may be completed or executed wholly or partly after the power ends and the Company may purchase ordinary shares pursuant to any such contract as if the power had not ended.
That a general meeting other than an annual general meeting may be called on not less than 14 clear days' notice.
Murs
Mr Andrew J Scull Company Secretary 10 May 2016
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