GRESHAM TECHNOLOGIES PLC

AGM Information • Jan 27, 2015

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document and/or the action you should take, you should consult a person authorised under the Financial Services and Markets Act 2000 who specialises in advising on the acquisition of shares and other securities if you are resident in the United Kingdom or, if not, another appropriately authorised independent financial adviser.

If you have sold or otherwise transferred all of your Ordinary Shares, please send this document together with the accompanying Form of Proxy at once to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for onward delivery to the purchaser or transferee. If you have sold or otherwise transferred only part of your holding of Ordinary Shares, please contact your stockbroker, bank or other agent through whom the sale or transfer was effected immediately.

This document comprises a circular and has been prepared in accordance with Chapter 13 of the Listing Rules made under section 73A of the FSMA. However, this document has not been approved by the UK Financial Conduct Authority.

Your attention is drawn to the letter from the Chairman of the Company set out on pages 3 to 6 of this document, recommending that you vote in favour of the resolutions to be proposed at the General Meeting. You should read this document in its entirety and consider whether to vote in favour of the Resolutions in light of the information contained in this document.

Notice of a General Meeting of Gresham Computing plc to be held at the offices of N+1 Singer Capital Markets Limited of One Bartholomew Lane, London EC2N 2AX at 11.00 a.m. on Tuesday 24 February 2015 is set out at the end of this document. The Form of Proxy for use at the General Meeting accompanies this document and, to be valid, should be completed and returned in accordance with the instructions set out therein as soon as possible but, in any event, so as to reach the Company Secretary by no later than 11.00 a.m. on 22 February 2015, either by post to Gamma House, Room 2 Ground Floor North, Enterprise Road, University of Southampton Science Park, Chilworth, Southampton SO16 7NS; or, alternatively, electronically as an attachment to an authenticated e-mail (as referred to in note (h) to the Notice of General Meeting) sent to proxy@gresham-computing.com. Completion and return of a Form of Proxy will not prevent a Shareholder from attending the meeting and voting in person.

GRESHAM COMPUTING PLC

(Incorporated under the Companies Act 1985 and registered in England and Wales with registered number 1072032)

Proposals for the Cancellation of the Share Premium Account and for an Amendment to the Share Option Plans

and

Notice of General Meeting

This document does not constitute an offer to buy or subscribe for, or the solicitation of an offer to buy or subscribe for, Ordinary Shares.

This document contains a number of forward looking statements relating to the Group with respect to, amongst others, the following: financial conditions; results of operations; the business of the Group; and management plans and objectives. The Company considers any statements that are not historical facts as "forward looking statements". They relate to events and trends that are subject to risks, uncertainties and assumptions that could cause the actual results and financial position of the Group to differ materially from the information presented in the relevant forward looking statement. When used in this document, the words "estimate", "intend", "aim", "anticipate", "believe", "expect", "should" and similar expressions, as they relate to the Group or management of it, are intended to identify such forward looking statements. Shareholders are cautioned not to place undue reliance on these forward looking statements which speak only as at the date of this document. The Company does not undertake any obligation to update publicly or revise any of the forward looking statements whether as a result of new information, future events or otherwise, save in respect of any requirement under applicable laws, the Listing Rules or other regulations.

CONTENTS

Section	Page
Letter from the Chairman of the Company	3
Definitions	7
Notice of General Meeting	8

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Event	Date
Circular posted	27 January 2015
Latest time and date for receipt of Forms of Proxy	11.00 a.m. on 22 February 2015
General Meeting	11.00 a.m. on 24 February 2015
Court hearing for Cancellation	*18 March 2015
Effective date for Cancellation	*On or about 19 March 2015

* These dates are estimated dates and are subject to change. Any change will be notified via a Regulatory Information Service

LETTER FROM THE CHAIRMAN OF THE COMPANY

Gresham Computing plc

(registered in England and Wales under number 1072032)

Rob Grubb London Max Royde EC4N 1TX

Directors Registered office

Ken Archer	Aldermary House
Chris Errington	10-15 Queen Street
Rob Grubb	London
Max Royde	EC4N 1TX

27 January 2015

To Shareholders and, for information only, to participants in the Share Option Plans

Dear Shareholder

Proposals for the Cancellation of the Share Premium Account and for an Amendment to the Share Option Plans Notice of General Meeting

Introduction

The purpose of this circular is to seek the approval of Shareholders at a General Meeting to be held on 24 February 2015 for the Company to cancel its Share Premium Account and thereby create, subject to confirmation by the Court, distributable reserves to support the Company's ability to declare and pay dividends, and make other returns of capital to Shareholders.

In addition, for the purposes of incentivising senior employees of the Group, the Board will seek approval at the General Meeting to amend each of the Share Option Plans to increase the maximum number of Ordinary Shares which may be issued or are issuable under the Share Option Plans.

These proposals are set out in detail below. The Notice of General Meeting is set out at the end of this document.

Cancellation of the Share Premium Account

The Board considers that it is important that the Company has the flexibility to pay dividends and make other returns of capital to Shareholders when the Board considers it appropriate and desirable to do so, having regard to the circumstances at the time. Specifically, the Board wishes to commence a progressive dividend policy and the proposal regarding cancellation of the Share Premium Account will remove the restrictions set out below.

The Act restricts the circumstances in which a company may pay dividends or return funds to its shareholders. In particular, the Act provides that a public company may only pay dividends on its shares out of its accumulated distributable reserves. The Company's capital reserves including its Share Premium Account are non-distributable reserves. However, the Act does permit the Company (subject to the approval of Shareholders and the confirmation of the Court) to cancel its Share Premium Account and to credit the resulting sums to the Company's profit and loss account.

As at 31 December 2013, the Company reported an accumulated deficit on the Company's profit and loss account of approximately £0.74 million and is therefore prohibited from paying dividends.

The amount standing to the credit of the Share Premium Account as at 31 December 2013 is approximately £15.9 million. Accordingly, to create distributable reserves, the Board is proposing, subject to Shareholder approval and confirmation of the Court, to cancel the Share Premium Account (the "Cancellation"). This Cancellation will create a reserve equal to the value of the Share Premium Account as at the effective time of Cancellation which will be used to eliminate the accumulated deficit on the Company's profit and loss account, creating distributable reserves. Based on the Company's audited financial position as at 31 December 2013, the Cancellation would create approximately £15.16 million of distributable reserves, although the actual amount of distributable reserves created will depend on the amount standing to the credit of the Share Premium Account and the accumulated profit and loss account position as at the date on which the Cancellation is confirmed by the Court. These distributable reserves would then be available (subject to approval of the Court and the protection of the creditors of the Company as described more fully below) for any corporate purposes as the Board may consider appropriate including the declaration and payment of dividends.

The Cancellation requires the passing of resolution 4 as a special resolution of the Company at the General Meeting and the subsequent approval of the Court. If the Cancellation is approved by Shareholders at the General Meeting, the Company intends, as soon as practicable thereafter, to apply to the Court for confirmation of the Cancellation in accordance with the requirements of the Act.

In order to approve the proposed Cancellation, the Court will need to be satisfied that the interests of the creditors of the Company are not prejudiced as a result of the Cancellation. In seeking the confirmation of the Court, the Company may be required by the Court to give such undertakings or other form of protection as the Court may require for the protection of creditors. These may include seeking the consent of the creditors to the cancellation of the Share Premium Account and/or the provision by the Company to the Court of an undertaking to treat the reserve arising on the cancellation of the Share Premium Account (after the elimination of the deficit on the Company's profit and loss account) as nondistributable until all the creditors at the time of the Cancellation have been discharged or have consented to the reserve being distributable or until the Company has deposited a sum of money into a blocked account sufficient to discharge the claims of non-consenting creditors. However, the terms upon which the Court is willing to confirm the Cancellation are, ultimately, for the Court to determine and the Company will give to the Court such undertakings as it is advised are appropriate.

If the consent of the Court is granted, the confirmation will take the form of a Court order and the Cancellation will become effective upon the order confirming the Cancellation being registered at Companies House but, for so long as any reserves remain undistributable pursuant to any undertakings to the Court referred to above, those reserves may not be distributed pending the discharge of any such undertakings.

Subject to Shareholder approval and the Court process, it is anticipated that the final Court hearing in relation to the Cancellation will be held on 18 March 2015, with the Cancellation becoming effective shortly thereafter, following the necessary registrations at Companies House.

If approved by Shareholders and confirmed by the Court, the Cancellation will not involve any distribution to Shareholders but will eliminate the accrued deficit in the Company's profit and loss account, and will support the Company's ability to make distributions to Shareholders should future circumstances make it desirable to do so. Any dividend that may be paid in the future will reduce the Company's cash balances and reduce its net assets by a corresponding amount. The Cancellation will not change the number of Ordinary Shares in issue or the paid up share capital of the Company or change any rights attaching to the Ordinary Shares.

Amendment to Share Option Plans

The Board believes that it is important that it is able to incentivise senior employees of the Group by way of share option grants in order to attract and retain high calibre staff to continue to deliver its strategic aims.

Pursuant to the Share Option Plans adopted in December 2010 and as amended in May 2012, the maximum number of Ordinary Shares which may be issued or are issuable under those plans in any ten year period ending on the relevant date of grant is limited to 12 per cent. of the ordinary share capital of the Company in issue immediately prior to the date of grant.

As at the date of this document, a total of 2,697,500 new Ordinary Shares have been issued and allotted as a result of the exercise of share options granted under the Share Option Plans, representing 4.3 per cent. of the current issued share capital of the Company.

As at the date of this document, the Board has made aggregate share option grants under the Share Option Plans that remain unvested and/or unexercised and that on exercise would result in the issue of 4,198,000 new Ordinary Shares, representing 6.6 per cent. of the current issued share capital of the Company.

Accordingly, as at the date of this document, the Board has authority to grant share options in respect of up to 692,517 Ordinary Shares under the Share Option Plans, representing 1.1 per cent. of the current issued share capital of the Company.

The Board is now seeking shareholder approval to increase the maximum number of Ordinary Shares that have been issued or are issuable under the Share Option Plans by 2.3 per cent. of the ordinary share capital of the Company in issue immediately prior to the relevant date of grant (the "Plan Amendment").

The following table summarises the effect of the Plan Amendment, if approved, on the number of Ordinary Shares issuable under the Share Option Plans:

Total Ordinary Shares issuable if Plan Amendment is approved*		10.0%
Ordinary Shares issuable on exercise of additional share options available for grant if Plan Amendment is approved*	1,432,830	2.3%
Total Ordinary Shares issuable under existing authorities*	4,890,517	7.7%
Ordinary Shares issuable on exercise of share options available for grant under existing authorities*	692,517	1.1%
Ordinary Shares issuable on exercise of share options granted as at the date of this document*	4,198,000	6.6%
Issued share capital as at the date of this document	63,233,478

* Based on the issued share capital as at the date of this document

If the Plan Amendment is approved, the maximum number of Ordinary Shares that have been issued or are issuable under the Share Option Plans would be increased from 12 per cent. to 14.3 per cent of the ordinary share capital of the Company in issue immediately prior to the date of grant, including the 2,697,500 Ordinary Shares, representing 4.3% of the current issued share capital of the Company, that have, as referred to above, been issued and allotted prior to the date of this document as a result of the exercise of share options granted under the Share Option Plans.

The principal terms and features of the Share Option Plans were fully described in the circular from the Company to Shareholders dated 4 December 2010, which remain current save for the amendments approved by shareholders in May 2012, as detailed in the Company's notice of AGM dated 21 March 2012. All other current terms and conditions of the Share Option Plans will remain unchanged. In particular:

• the exercise price per Ordinary Share is determined by the Remuneration Committee and may not in any event be less than 110 per cent. of the middle market price for such shares as derived from the Daily Official List for the dealing day immediately preceding the date of grant of the relevant option;
• an option may normally be exercised only on or after the third anniversary of its grant;
• options will generally be subject to achievement by the option holder and/or the Company of objective exercise conditions determined by the Remuneration Committee;
• other than in respect of options granted under the Non Employee Share Option Plan, options may normally be exercised in whole or in part only while the option holder is a director or employee of the Group and will lapse on cessation of such directorship or employment;
• the Share Option Plans will terminate 10 years after their adoption, in December 2020 or earlier if the Remuneration Committee so determines.

By their express terms, the Share Option Plans may not, except in limited circumstances, be amended without the prior approval of Shareholders. The Listing Rules (Listing Rule 13.8.14) also require that Shareholder approval be sought for the amendment of any long-term incentive scheme.

Accordingly, approval for the proposed Plan Amendment will be sought at the General Meeting.

Copies of the proposed amended rules of each of the Share Option Plans are available for inspection at the Company's registered office during normal business hours until the General Meeting is held.

General Meeting

The Notice convening the General Meeting is set out at the end of this document. At the General Meeting the following resolutions will be proposed:

Resolution 1 will be proposed as an ordinary resolution to approve an amendment to each of the Share Option Plans to increase the maximum number of Ordinary Shares which may be issued or are issuable under the Share Option Plans in any ten year period ending on the relevant date of grant from 12 per cent. to 14.3 per cent. (including, as referred to above, the Ordinary Shares representing 4.3 per cent. of the current issued share capital of the Company that have been issued and allotted prior to the date of this document pursuant to the Share Option Plans) of the ordinary share capital of the Company in issue immediately prior to the relevant date of grant.

Resolution 2 will be proposed as an ordinary resolution to authorise the Directors, in substitution of the existing authority conferred at a general meeting on 8 May 2012 but in addition to all other authorities, to allot shares in the Company or to grant rights to subscribe for or convert any securities into shares in the Company up to an aggregate nominal value of £316,167, representing 10 per cent. of the issued share capital of the Company as at the date of this document. This authority will expire immediately prior to the fifth anniversary of the date such resolution is passed.

Resolution 3 will be proposed as a special resolution to empower the Directors, in substitution of the existing authority conferred at a general meeting on 8 May 2012 but in addition to all other authorities, to dis-apply pre-emption rights in relation to allotments of Ordinary Shares and rights to subscribe for Ordinary Shares for cash made in connection with Resolution 2 pursuant to the Share Option Plans up to a maximum nominal amount of £316,167, representing 10 per cent. of the issued share capital of the Company as at the date of this document. This authority will expire immediately prior to the fifth anniversary of the date such resolution is passed.

Resolution 4 will be proposed as a special resolution to approve the Cancellation of the Share Premium Account.

Documents available for inspection

Copies of the proposed amended rules of the Share Option Plans will be available for inspection during normal business hours on any normal working day (Saturdays, Sundays and public holidays excepted) at the registered office of the Company from and including the date of this document up to and including the date of the General Meeting, and also at the place of the meeting for fifteen minutes prior to and during such meeting.

Action to be taken

A Form of Proxy for use in relation to the General Meeting is enclosed. Whether or not you intend to be present at the meeting, you are requested to complete, sign and return the Form of Proxy in accordance with the instructions printed on it to the Company Secretary as soon as possible, but, in any event, so as to be received no later than 11.00 a.m. on 22 February 2015, either at Gamma House, Room 2 Ground Floor North, Enterprise Road, University of Southampton Science Park, Chilworth, Southampton SO16 7NS or alternatively, electronically as an attachment to an authenticated e-mail (as referred to in note (h) to the Notice of General Meeting) sent to proxy@gresham-computing.com. The completion and return of a Form of Proxy will not prevent you from attending the General Meeting and voting in person if you wish to do so.

Recommendation

The Directors believe that the proposed Cancellation and the proposed Plan Amendment would be in the best interests of the Company and Shareholders as a whole and most likely to promote the success of the Company for the benefit of those shareholders. Accordingly, the Directors unanimously recommend that you vote in favour of all Resolutions at the General Meeting, as they intend to do in respect of a total of 6,973,309 Ordinary Shares held, directly or indirectly, by them, representing approximately 11.03 per cent. of the Company's existing issued share capital.

Yours faithfully

Ken Archer Non Executive Chairman

DEFINITIONS

The following definitions apply throughout this document, except where the context requires otherwise.

"Act"	the Companies Act 2006 as amended
"Board" or "Directors"	the board of directors of the Company
"Cancellation"	the proposed cancellation of the Share Premium Account as set out in this document
"Company"	Gresham Computing plc
"Court"	the High Court of Justice in England and Wales
"Daily Official List"	the daily record setting out the prices of all trades in shares and other securities conducted on the London Stock Exchange
"Form of Proxy"	the form of proxy accompanying this document for use by Shareholders in connection with the General Meeting
"FSMA"	the Financial Services and Markets Act 2000 (as amended)
"General Meeting"	the general meeting of the Company convened for 11.00 a.m. on Tuesday 24 February 2015 (or any adjournment thereof) as specified in the Notice of General Meeting
"Group"	the Company and its subsidiary undertakings
"Listing Rules"	the listing rules made by the UK Financial Conduct Authority in the exercise of its function as competent authority pursuant to Part VI of FSMA
"Notice of General Meeting" or "Notice"	the notice of General Meeting set out at the end of this document
"Ordinary Shares"	ordinary shares of 5 pence each in the capital of the Company
"Plan Amendment"	the proposed amendments to the Share Option Plans as set out in this document
"Remuneration Committee"	the remuneration committee of the Board
"Resolutions"	the ordinary and special resolutions to be proposed at the General Meeting as set out in the Notice
"Shareholders"	holders of the Company's existing issued share capital
"Share Option Plans"	together, the Gresham Computing plc Enterprise Management Incentive Plan 2010, the Gresham Computing plc Unapproved Share Option Plan 2010 and the Gresham Computing plc Non Employee Share Option Plan 2010 (each as amended in May 2012)
"Share Premium Account"	the share premium account of the Company

Gresham Computing plc

(Incorporated and registered in England and Wales with registered number 1072032)

NOTICE OF GENERAL MEETING

NOTICE is hereby given that a General Meeting of Gresham Computing plc (the "Company") will be held at the offices of N+1 Singer Capital Markets Limited of One Bartholomew Lane, London EC2N 2AX at 11.00 a.m. on Tuesday 24 February 2015 for the purpose of considering and, if thought fit, passing the following resolutions of which resolutions 1 and 2 will be proposed as ordinary resolutions and resolutions 3 and 4 will be proposed as special resolutions:

Ordinary Resolutions

• 1. To approve an amendment to each of the Gresham Computing plc Enterprise Management Incentive Plan 2010, the Gresham Computing plc Unapproved Share Option Plan 2010 and the Gresham Computing plc Non Employee Share Option Plan 2010 (each as amended in May 2012) (together, the "Share Option Plans"), the principal features of which were summarised in a circular to shareholders dated 4 December 2010, to increase the maximum number of ordinary shares of 5 pence each in the capital of the Company which may be issued or are issuable under the Share Option Plans in any ten year period ending on the relevant date of grant from 12 per cent. to 14.3 per cent. of the ordinary share capital of the Company in issue immediately prior to the relevant date of grant.
• 1. In substitution for the existing authority conferred by an ordinary resolution of the Company passed on 8 May 2012 but in addition to all other authorities, to generally and unconditionally authorise the directors for the purposes of section 551 of the Companies Act 2006 (the "Act") to allot shares (or to grant rights to subscribe for or to convert any security into shares) in the Company up to an aggregate nominal value of £316,167. Such authority, unless previously renewed, extended, varied or revoked by the Company in general meeting, shall expire on the day immediately preceding the fifth anniversary of the date on which this resolution is passed, save that the Company may, prior to the expiry of such period, make an offer or agreement which would or might require shares in the Company to be allotted after such expiry and the directors may allot shares in the Company in pursuance of such offer or agreement notwithstanding the expiry of the authority given by this resolution.

Special Resolutions

• 1. In substitution for the existing authority conferred by a special resolution of the Company passed on 8 May 2012 but in addition to all other authorities, to empower the directors in accordance with section 571 of the Act to allot equity securities (as defined in section 560(1) of the Act) which are the subject of the authority granted by resolution 2 above for cash, as if section 561(1) of the Act did not apply to any such allotment, pursuant to any of the Share Option Plans up to an aggregate nominal amount of £316,167, provided that the power conferred hereby shall, unless previously renewed, extended, varied or revoked by special resolution of the Company in general meeting, expire on the day immediately preceding the fifth anniversary of the date on which this resolution is passed, save that the Company may, prior to the expiry of such authority, make an offer or agreement which would or might require shares in the Company to be allotted after the expiry thereof and the directors may allot shares in the Company in pursuance of such offer or agreement notwithstanding the expiry of the authority given by this resolution.
• 1. That the Company's share premium account be cancelled.

Dated: 27 January 2015

By order of the Board Jonathan Cathie Secretary

Registered office Aldermary House 10-15 Queen Street London EC4N 1TX

Notes

• (a) Members are entitled to appoint a proxy to exercise all or any of their rights to attend and to speak and vote at the meeting and at any adjournment of it. If you wish your proxy to speak on your behalf at the meeting you will need to appoint your own choice of proxy (not the Chairman) and give your instructions directly to them. A shareholder may appoint more than one proxy in relation to the meeting provided that each proxy is appointed to exercise the rights attached to different shares held by that shareholder. A proxy need not be a member of the Company but must attend the meeting to represent you. A proxy form for appointing a proxy and giving proxy instructions accompanies this notice. Members may only appoint a proxy using the procedures set out in these notes and the notes to the proxy form. To appoint more than one proxy, you may photocopy the proxy form. Please indicate the proxy holder's names and the number of shares in relation to which they are authorised to act as your proxy (which, in aggregate, should not exceed the total number of shares held by you).
• (b) To be valid, any proxy form should be completed and returned (together with the power of attorney or other authority, if any, under which it is signed or a duly certified copy of such power or authority) so as to reach the Company Secretary either at Gamma House, Room 2 Ground Floor North, Enterprise Road, University of Southampton Science Park, Chilworth, Southampton SO16 7NS or alternatively, electronically as an attachment to an authenticated e-mail (in accordance with note (h) below) sent to proxy@gresham-computing.com, in either case no later than 48 hours before the time fixed for the meeting (the "Specified Time"). Completion and return of a proxy form in either manner does not preclude a member from subsequently attending the meeting and voting in person although in that event, any proxy appointment will automatically be terminated. If a shareholder submits more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence. In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's register of members (the "Register") in respect of the joint holding (the first-named being the most senior).
• (c) Any person to whom this notice is sent who is a person nominated under section 146 of the Act to enjoy information rights (a "Nominated Person") may, under an agreement between him/her and the shareholder by whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the meeting. If a Nominated Person has no proxy appointment right or has such right but does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights. The main point of contact for any Nominated Person remains the relevant shareholder (or, perhaps, its custodian or broker) and he/she should continue to contact them (and not the Company) regarding any changes or queries relating to his/her personal details and their interest in the Company (including any administrative matters). The only exception to this is where the Company expressly requests a response from him/her. The statement of the rights of shareholders in relation to the appointment of proxies in note (b) does not apply to Nominated Persons. The rights described in that note can only be exercised by members of the Company.
• (d) In accordance with Regulation 41 of the Uncertificated Securities Regulations 2001, the Company gives notice that only those members entered on the Register at the Specified Time will be entitled to attend or vote at the meeting in respect of the number of shares registered in their name at that time. Changes to entries on the Register after the Specified Time will be disregarded in determining the rights of any person to attend or vote at the meeting. Should the meeting be adjourned to a time not more than 48 hours after the Specified Time, that time will also apply for the purposes of determining the entitlement of members to attend and vote (and for the purposes of determining the number of votes they may cast) at the adjourned meeting. Should the meeting be adjourned for a longer period, then to be so entitled, members must be entered on the Register at the time which is 48 hours before the time fixed for the adjourned meeting or, if the Company gives notice of the adjourned meeting, at the time specified in such notice.
• (e) As at 26 January 2015 (being the latest practicable date prior to the publication of this notice) the Company's issued share capital consisted of 63,233,478 ordinary shares of 5 pence each. Each ordinary share carries one vote and the total voting rights in the Company as at 26 January 2015 are, therefore, 63,233,478. No shares are held by the Company in treasury.
• (f) Information regarding the meeting, including the information required by section 311A of the Act, is available from www.gresham-computing.com.
• (g) Under section 319A of the Act, the Company must answer any question you ask relating to the business being dealt with at the meeting unless:
• answering the question would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information;
• the answer has already been given on a website in the form of an answer to a question; or
• it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.
• (h) A reference to "authenticated" in these notes or the proxy form in relation to sending any correspondence to the Company is a requirement that such correspondence, if sent in hard copy form, is signed by the person(s) purporting to send it, and, if sent by electronic means, states or includes the identity of the sender(s) and the Company has no reason to doubt the truth of that statement.