Discoverie Group PLC — AGM Information 2014

Jul 29, 2014

---

processing_status: success_doc_docx2txt

Acal plc – AGM 29.7.10

ANNUAL GENERAL MEETING

29 July 2014

Resolutions

The following resolutions were passed at the Annual General Meeting of Acal plc held on

29 July 2014.

That the Financial Statements for the year ended 31 March 2014, together with the Reports of the Directors and the Auditors thereon, be received and adopted.

That the final dividend of 6.85 pence per ordinary share be approved.

That the Directors’ Remuneration Report as set out on pages 39 to 53 of the

Annual Report and Accounts for the year ended 31 March 2014 (other than the part    containing the Directors’ Remuneration Policy) be approved.

That the Directors’ Remuneration Policy as set out on pages 48 to 53 of the Annual Report and Accounts for the year ended 31 March 2014 be approved.

That Simon Gibbins be re-elected as a Director of the Company.

That Richard Moon be re-elected as a Director of the Company.

That Graham Williams be re-elected as a Director of the Company.

That Ernst & Young LLP be re-appointed as auditors of the Company to hold office from the conclusion of the Meeting until the conclusion of the next general meeting at which accounts are laid before the Company.

That the Directors be authorised to determine the remuneration of the auditors.

That, in substitution for all existing unexercised authorities, the authority conferred on the Directors by Article 7.2 of the Company’s Articles of Association be renewed (unless previously renewed, varied or revoked) for a period ending on the earlier of the date of the Company’s next Annual General Meeting or 28 October 2015 and, for that period, the Section 551 Amount is £1,044,299.

That, in addition and without prejudice to the authority renewed in Resolution 10 above, the Directors be and are hereby generally and unconditionally authorised to exercise all the powers of the Company to allot or grant rights to subscribe for or to convert any security into shares in the Company in connection with a rights issue by the Company of ordinary shares up to an aggregate nominal amount of £1,044,299 provided that this authority shall expire on the earlier of the date of the Company’s next Annual General Meeting or 28 October 2015 save that the Company may before such expiry make an offer or agreement which would or might require shares to be allotted or rights to be granted after such expiry and the Board may allot shares or grant such rights in pursuance of those offers or agreements as if this authority had not expired.

For the purpose of this Resolution a “rights issue” means an offer to:

ordinary shareholders in proportion (as may be practicable) to their existing holdings; and

people who are holders of other equity securities if this is required by the rights of those securities or, if the Directors consider it necessary, as permitted by the rights of those securities,

to subscribe for further securities by means of the issue of a renounceable letter (or other negotiable document) which may be traded for a period before payment for the securities is due, but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates or legal, regulatory or practical problems in, or under the laws of, any territory.

That, in substitution for all existing unexercised authorities, the authority conferred on the Directors by Article 7.3 of the Company’s Articles of Association be renewed (unless previously renewed, varied or revoked) for a period ending on the earlier of the date of the Company’s next Annual General Meeting or on 28 October 2015 and, for that period, the Section 561 Amount is £156,660.

That, subject to the passing of Resolution 11 above, the Directors be and are hereby empowered pursuant to Section 570 of the Companies Act 2006 to allot equity securities (within the meaning of Section 560 of the said Act) for cash pursuant to the authority conferred by Resolution 11 above as if sub-section (1) of Section 561 of the said Act did not apply to such allotment provided that this power shall expire on the earlier of

the date of the Company’s next Annual General Meeting or 28 October 2015 save that the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Board may allot equity securities in pursuance of such an offer or agreement as if the power conferred hereby had not expired.

That, subject to the provisos hereto, the Company be and is hereby generally authorised to purchase any of its own ordinary shares of five pence each by a market purchase (as defined by Section 693 (4) of the Companies Act 2006) provided always that this power shall:

be limited to a purchase or purchases up to an aggregate of 6,266,425 issued ordinary shares of five pence each of the Company, representing approximately

10 per cent of the Company’s issued share capital, taking into account the increase of the Company’s issued share capital as a result of the rights issue announced by the Company on 5 June 2014 (the “Rights Issue”);

be limited to a purchase or purchases at a price per ordinary share (exclusive of dealing and other incidental costs and stamp duty) not below five pence and not above an amount equal to the higher of (i) 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 ordinary share is contracted to be purchased, and (ii) that stipulated by

Article 5 (1) of the Buy-Back and Stabilisation Regulation 2003 (EC 2273/2003);

and

unless renewed, varied or revoked by the Company in general meeting expire on the earlier of the date of the Company’s next Annual General Meeting or

28 October 2015 and the Company may make a purchase of its own shares in accordance with this authority after the expiry of the said time limit imposed above where the contract of purchase is concluded before such authority expires and the Company is hereby permitted to make a contract of purchase which would or might be executed wholly or partly after the authority shall have expired.

That a general meeting other than an Annual General Meeting may be called on not less than 14 clear days’ notice.

That the Acal plc 2014 Unapproved Share Option Plan (“USOP”), the main features of which are summarised in Appendix 2 hereto, be approved and the Directors be authorised to do all acts and things, as they may consider necessary or desirable, to carry the USOP into effect and to establish further plans, based on the USOP but modified to take account of local tax, exchange control or securities laws, in overseas territories, provided that any shares made available under such further plans are treated as counting against the limits on individual or overall participation in the USOP.

Resolutions 12, 13, 14, 15 and 16 were passed as special resolutions.

……………………..

G P Shillinglaw

Group Company Secretary

29 July 2014

1

3