HELICAL PLC — Proxy Solicitation & Information Statement 2013

Jun 25, 2013

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other appropriate independent professional adviser duly authorised under the Financial Services and Markets Act 2000, if you are in the United Kingdom, or from another appropriately authorised independent professional adviser if you are in a territory outside the United Kingdom.

If you have sold or otherwise transferred all your ordinary shares in Helical Bar plc, please forward this document together with the accompanying form of proxy to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. If you have sold or transferred only part of your holding of ordinary shares in Helical Bar plc, you should retain these documents.

Helical Bar plc

(Incorporated in England & Wales, Number 156663)

Annual General Meeting 2013

Notice of the ninety third Annual General Meeting of Helical Bar plc to be held at The Connaught Hotel, Carlos Place, Mayfair, London W1K 2AL at 11.30 a.m. on 24 July 2013 is set out at the end of this document.

A form of proxy for the Annual General Meeting is enclosed. Whether or not you intend to be present at the meeting, please complete the accompanying form of proxy and return it in accordance with the instructions set out thereon, to Helical Bar plc's registrars, Capita Registrars, PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU as soon as possible and in any event so as to be received by not later than 11.30 a.m. on 22 July 2013.

Completion and return of the form of proxy will not prevent you from attending and voting at the meeting in person, should you wish.

---

helical bar plc

Table of contents

Section	Page
Expected timetable of principal events	2
Definitions	2
Letter from the Chairman in respect of the Annual General Meeting 2013	3-4
Notice of Annual General Meeting	5-6
Notes to the Notice of Annual General Meeting	7-8
Appendix – Location of Annual General Meeting	8

Expected timetable of principal events

Event	Time and date 2013
Last time for receipt of forms of proxy for the Annual General Meeting	11.30 a.m. on 22 July
Annual General Meeting	11.30 a.m. on 24 July

Definitions

"2013 Annual Report"	the Company's annual report and accounts for the year ended 31 March 2013
"Annual General Meeting"	the ninety third annual general meeting of the Company to be held at The Connaught Hotel, Carlos Place, Mayfair, London W1K 2AL at 11.30 a.m. on 24 July 2013
"Board" or "Directors"	the directors of the Company, whose names appear on page 3
"Company" or "Helical Bar"	Helical Bar plc
"Directors' Remuneration Report"	the Directors' remuneration report contained in pages 54 to 62 of the 2013 Annual Report
"Group"	Helical Bar plc and its subsidiary undertakings
"Independent Auditor"	Grant Thornton UK LLP as auditor for the Company
"Report of the Independent Auditor"	the auditor's report prepared by the Independent Auditor
"Notice"	the notice to Shareholders of the Annual General Meeting
"Ordinary Shares"	the ordinary shares of 1 pence each in the capital of the Company
"Shareholders"	the holders of Ordinary Shares
"UK Corporate Governance Code"	the Financial Reporting Council's UK Corporate Governance Code

---

annual general meeting 2013 helical bar plc

Helical Bar plc

(Incorporated in England & Wales, Number 156663)

Letter from the Chairman

Directors:

N. G. McNair Scott (Chairman)
M. E. Slade (Chief Executive)
T. J. Murphy (Finance Director)
G. A. Kaye
M. C. Bonning-Snook
J. S. Pitman
D. C. Walker
R. D. Gillingwater
R. J. Grant
A. E. G. Gulliford
M. K. O'Donnell

Registered Office:

11/15 Farm Street
London W1J 5RS

24 June 2013

To holders of Ordinary Shares and, for information only, to holders of options under the Company's share schemes

Dear Shareholder

Annual General Meeting 2013

Introduction

This year's Annual General Meeting is to be held on 24 July 2013 at 11.30 a.m. at the following address: The Connaught Hotel, Carlos Place, Mayfair, London W1K 2AL. Notice of the Annual General Meeting is set out at the end of this document.

It is intended to propose resolutions 18 to 20 (inclusive) as special resolutions. All other resolutions will be proposed as ordinary resolutions.

Re-election of Directors

The Company has adopted the requirement of the UK Corporate Governance Code that all Directors should be subject to annual re-election by Shareholders. Accordingly, each of the Directors shall retire and seek re-election by Shareholders at the Annual General Meeting.

Resolutions 3 to 13 (inclusive) will be proposed as ordinary resolutions for the re-appointment of each Director.

Biographical details of all the Directors are given on page 51 of the 2013 Annual Report. The Chairman and Senior Independent Director are satisfied that, following rigorous individual formal performance evaluations, the Directors standing for re-election continue to be effective and demonstrate commitment to their roles. The Board considers all of its Directors to be independent in character and judgment. Accordingly, the Board unanimously recommends that each of the directors standing for re-election be re-elected.

Receive and approve the Directors' Remuneration Report

The sixteenth resolution is to approve the Directors' Remuneration Report for the financial year ended on 31 March 2013. You can find the report on pages 54 to 62 of the 2013 Annual Report.

Authority to allot Ordinary Shares

Your Directors may allot shares and grant rights to subscribe for, or convert any security into, shares only if authorised to do so by Shareholders. The authority granted at the last annual general meeting is due to expire at this year's Annual General Meeting. Accordingly, resolution 17 will be proposed as an ordinary resolution to grant new authorities to allot shares and grant rights to subscribe for, or convert any security into, shares (a) up to an aggregate nominal amount of £393,791 and (b) in connection with a rights issue up to an aggregate nominal amount (reduced by allotments under part (a) of the resolution) of £787,583.

These amounts represent approximately 33.33 per cent. and approximately 66.67 per cent. respectively of the total issued ordinary share capital of the Company as at 23 June 2013, the latest practicable date prior to the publication of this AGM Notice. If given, these authorities will expire at the annual general meeting in 2014 or on 30 September 2014, whichever is the earlier.

Other than in respect of the Company's obligations under its employee share schemes, if approved, your Directors have no present intention of issuing shares pursuant to this authority.

As at the date of this AGM Notice, the Company holds no treasury shares.

---

helical bar plc

Disapplication of pre-emption rights

Your Directors also require a power from Shareholders to allot equity securities or sell treasury shares for cash and otherwise than to existing Shareholders pro rata to their holdings. The power granted at the last annual general meeting is due to expire at this year's Annual General Meeting. Accordingly, resolution 18 will be proposed as a special resolution to grant such a power. Apart from offers or invitations in proportion to the respective number of shares held, the power will be limited to the allotment of equity securities and sales of treasury shares for cash up to an aggregate nominal value of £59,069 (being five per cent. of the Company's issued ordinary share capital at 21 June 2013, the latest practicable date prior to publication of this AGM Notice). If given, this power will expire on 30 September 2014 or at the conclusion of the annual general meeting in 2014, whichever is the earlier.

Authority for the purchase of own Ordinary Shares

Resolution 19 is a special resolution authorising the Company to make market purchases of up to 11,801,938 Ordinary Shares representing 9.99 per cent. of its issued ordinary share capital. The maximum and minimum prices are stated in the resolution. The authority sought by this resolution will expire at the conclusion of the annual general meeting of the Company to be held in 2014 or, if earlier, on 30 September 2014. In the period from 1 April 2012 to 21 June 2013, being the last practicable date prior to the publication of this circular, the Company did not purchase any shares for cancellation. This proposal should not be taken as an indication that the Company will purchase its own Ordinary Shares at any particular price, or indeed at all, or to imply any opinion on the part of your Directors as to the market value of the Ordinary Shares. Your Directors believe that it is advantageous for the Company to have this flexibility to make market purchases of its own shares. Your Directors will exercise this authority only if they are satisfied that a purchase would result in an increase in the net asset value per share of the Company and would be in the interests of Shareholders generally.

In the event that Ordinary Shares are purchased, they would either be cancelled (and the number of shares in issue would be reduced accordingly) or, in accordance with the Companies Act 2006, be retained as treasury shares. The Company will consider holding repurchased shares pursuant to the authority conferred by this resolution as treasury shares. This would give the Company the ability to reissue treasury shares quickly and cost effectively and would provide the Company with additional flexibility in the management of its capital base.

Any issues of treasury shares for the purposes of the Company's employee share schemes will be made within the ten per cent. anti-dilution limit set by the ABI.

As at 21 June 2013, being the latest practicable date prior to the publication of this circular, there were no options over shares that were outstanding under any of the Company's share option plans.

Approval for the calling of meetings (other than annual general meetings) on 14 clear days' notice

Changes made to the Companies Act 2006 by the Companies (Shareholders' Rights) Regulations 2009 increase the notice period required for general meetings of the Company to at least 21 clear days unless Shareholders approve a shorter notice period, which cannot however be less than 14 clear days. (Annual general meetings will continue to be held on at least 21 clear days' notice.)

Until the coming into force of the Companies (Shareholders' Rights) Regulations 2009 on 3 August 2009, the Company was able to call general meetings other than an annual general meeting on at least 14 clear days' notice without obtaining such shareholder approval. In order to preserve this ability, resolution 20 seeks the necessary shareholder approval. The approval will be effective until the Company's next annual general meeting, when it is intended that a similar resolution will be proposed.

The shorter notice period would not be used as a matter of routine for such meetings, but only where the flexibility is merited by the business of the meeting and is thought to be to the advantage of Shareholders as a whole.

Note that the changes to the Companies Act 2006 mean that, in order to be able to call a general meeting on less than 21 clear days' notice, the Company must make a means of electronic voting available to all Shareholders for that meeting.

Action to be taken

Shareholders will find enclosed a form of proxy for use at the Annual General Meeting. Whether or not they intend to be present at the meeting, Shareholders are requested to return the form of proxy, completed in accordance with the instructions set out thereon, to Capita Registrars, PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU as soon as possible and in any event so as to be received by not later than 11.30 a.m. on 22 July 2013. The completion and return of a form of proxy will not preclude Shareholders from attending and voting at the Annual General Meeting in person should they so wish.

Recommendation

Your Directors consider that the resolutions to be proposed at the Annual General Meeting are in the best interests of the Company and its Shareholders as a whole and unanimously recommend that you vote in favour of the resolutions as they intend to do in respect of their own holdings of 18,251,205 Ordinary Shares (in aggregate) representing approximately 15.4 per cent. of the Company's current issued ordinary share capital.

Yours sincerely

N.G. McNair Scott

Chairman

---

annual general meeting 2013 helical bar plc

notice of Annual General Meeting

Notice is hereby given that the Annual General Meeting of Helical Bar plc (the "Company") will be held at The Connaught Hotel, Carlos Place, London W1K 2AL on 24 July 2013 at 11.30 a.m. to consider and, if thought fit, to pass the following resolutions. It is intended to propose resolutions 18 to 20 (inclusive) as special resolutions. All other resolutions will be proposed as ordinary resolutions.

1. To receive and consider the accounts of the Company for the year ended 31 March 2013 together with the directors' report and the report of the independent auditor thereon;
2. To declare a final dividend of 3.70 pence per ordinary share in respect of the year ended 31 March 2013, payable on 26 July 2013 to ordinary shareholders on the register at the close of business on 5 July 2013;
3. To re-elect Mr N.G. McNair Scott who offers himself for re-election as a director of the Company;
4. To re-elect Mr M.E. Slade who offers himself for re-election as a director of the Company;
5. To re-elect Mr T.J. Murphy who offers himself for re-election as a director of the Company;
6. To re-elect Mr G.A. Kaye who offers himself for re-election as a director of the Company;
7. To re-elect Mr M.C. Bonning-Snook who offers himself for re-election as a director of the Company;
8. To re-elect Mr J.S. Pitman who offers himself for re-election as a director of the Company;
9. To re-elect Mr D.C. Walker who offers himself for re-election as a director of the Company;
10. To re-elect Mr A.E.G. Gulliford who offers himself for re-election as a director of the Company;
11. To re-elect Mr M.K. O'Donnell who offers himself for re-election as a director of the Company;
12. To re-elect Mr R.J. Grant who offers himself for re-election as a director of the Company;
13. To re-elect Mr R.D. Gillingwater who offers himself for re-election as a director of the Company;
14. To re-appoint Grant Thornton UK LLP as independent auditor until the conclusion of the next general meeting of the Company at which accounts are laid;
15. To authorise the directors to fix the remuneration of the independent auditor;
16. That the directors' remuneration report of the Company for the year ended 31 March 2013 be and is hereby approved;
17. That the directors be generally and unconditionally authorised for the purposes of section 551 of the Companies Act 2006 (the "Act"), to exercise all powers of the Company to allot shares and grant rights to subscribe for, or convert any securities into, shares:

(a) up to an aggregate nominal amount (within the meaning of section 551(3) and (6) of the Act) of £393,791 (such amount to be reduced by the nominal amount allotted or granted under (b) below in excess of such sum); and

(b) comprising equity securities (as defined in section 560 of the Act) up to an aggregate nominal amount (within the meaning of section 551(3) and (6) of the Act) of £787,583 (such amount to be reduced by any allotments or grants made under (a) above) in connection with or pursuant to an offer by way of rights issue in favour of holders of ordinary shares in proportion (as nearly as practicable) to the respective number of ordinary shares held by them on the record date for such allotment (and holders of any other class of equity securities entitled to participate therein or if the directors consider it necessary, as permitted by the rights of those securities), but subject to such exclusions or other arrangements as the directors may consider necessary or appropriate to deal with fractional entitlements, treasury shares, record dates or legal, regulatory or practical difficulties which may arise under the laws of, or the requirements of any regulatory body or stock exchange in any territory or any matter whatsoever, these authorisations to expire at the conclusion of the next annual general meeting of the Company (or, if earlier, on 30 September 2014) save that the Company may before such expiry make any offer or agreement which would or might require shares to be allotted, or rights to be granted, after such expiry and the directors may allot shares, or grant rights to subscribe for or to convert any security into shares, in pursuance of any such offer or agreement as if the authority conferred hereby had not expired;

---

helical bar plc

notice of Annual General Meeting

1. That, subject to the passing of resolution 17 set out in the Notice of the 2013 annual general meeting of the Company, the directors be given power pursuant to sections 570(1) and 573 of the Act to:

(a) allot equity securities (as defined in section 560 of the Act) of the Company for cash pursuant to the authorisation conferred by that resolution; and

(b) sell ordinary shares (as defined in section 560(1) of the Act) held by the Company as treasury shares for cash, as if section 561 of the Act did not apply to any such allotment or sale, provided that this power shall be limited to the allotment of equity securities for cash and the sale of treasury shares:

(i) in connection with or pursuant to an offer of invitation to acquire equity securities (but in the case of the authorisation granted under resolution 17(b), by way of a rights issue only) in favour of ordinary shareholders in proportion (as nearly as practicable) to the respective number of ordinary shares held by them on the record date for such allotment or sale (and holders of any other class of equity securities entitled to participate therein or if the directors consider it necessary, as permitted by the rights of those securities) but subject to such exclusions or other arrangements as the directors may deem necessary or appropriate to deal with fractional entitlements, treasury shares, record dates or legal regulatory or practical difficulties arising under the laws of or the requirements of any regulatory body or stock exchange in any territory or any other matter whatsoever; and

(ii) in the case of the authorisation granted under resolution 17(a) above (or in the case of any transfer of treasury shares), and otherwise than pursuant to sub-paragraph (i) above, up to an aggregate maximum nominal amount of £59,069;

and this power shall expire at the conclusion of the next annual general meeting (or if earlier, on 30 September 2014), save that the Company may before the expiry of such power make an offer or agreement which would or might require equity securities to be allotted, or treasury shares to be sold, after such expiry and the directors may allot equity securities or sell treasury shares in pursuance of such offer or agreement as if the power conferred hereby had not expired;

1. That the Company is hereby generally and unconditionally authorised for the purposes of section 701 of the Act to make one or more market purchases (within the meaning of section 693(4) of the Act) of any of its ordinary shares of 1 pence each in the capital of the Company on such terms and in such manner as the directors may from time to time determine and, where such shares are held as treasury shares, the Company may use them for the purposes of its employee share schemes, provided that:

(a) the maximum number of ordinary shares hereby authorised to be purchased is 11,801,938;

(b) the maximum price (exclusive of expenses) that may be paid for each ordinary share is an amount equal to the higher of: (i) 105 per cent. of the average of the middle market quotations for the ordinary shares of the Company as derived from the Daily Official List of the London Stock Exchange plc for the five business days immediately preceding the day on which such share is contracted to be purchased; and (ii) the higher of the last independent trade and the highest current independent bid on the trading venues where the purchase is carried out, as stipulated by article 5(1) of the EU Buyback and Stabilisation Regulation 2003 (No. 2273/2003);

(c) the minimum price which shall be paid for an ordinary share is 1 pence (exclusive of expenses, if any);

(d) unless previously renewed, revoked or varied, the authority hereby conferred shall expire at the conclusion of the next annual general meeting of the Company or on 30 September 2014, whichever is the earlier; and

(e) the Company may, before this authority expires, make a contract to purchase the ordinary shares that would or might be executed wholly or partly after the expiry of such authority and may make purchases of ordinary shares in pursuance of any such contract as if this authority had not expired; and

1. That a general meeting of the Company (other than an annual general meeting) may be called on not less than 14 clear days' notice.

Dated: 21 June 2013

By Order of the Board

T. J. Murphy

Secretary

Registered Office

11/15 Farm Street

London W1J 5RS

---

annual general meeting 2013 helical bar plc

notes to the notice of Annual General Meeting

1. Appointment of Proxies

(a) As a member of the Company you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote at a general meeting of the Company. You can only appoint a proxy using the procedures set out in these notes.

(b) Appointment of a proxy does not preclude you from attending the meeting and voting in person. If you have appointed a proxy and attend the meeting in person, your proxy appointment will automatically be terminated.

(c) A proxy does not need to be a member of the Company but must attend the meeting to represent you. To appoint as your proxy a person other than the Chairman of the meeting, insert their full name in the box on your proxy form. If you sign and return your proxy form with no name inserted in the box, the Chairman of the meeting will be deemed to be your proxy. Where you appoint as your proxy someone other than the Chairman, you are responsible for ensuring that they attend the meeting and are aware of your voting intentions. If you wish your proxy to make any comments on your behalf, you will need to appoint someone other than the Chairman and give them the relevant instructions directly.

(d) You may appoint more than one proxy provided each proxy is appointed to exercise the rights attached to a different share or shares held by you. You may not appoint more than one proxy to exercise rights attached to any one share.

(e) If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box provided the number of shares in relation to which they are authorised to act as your proxy. If left blank your proxy will be deemed to be authorised in respect of your full voting entitlement (or if this proxy form has been issued in respect of a designated account for a shareholder, the full voting entitlement for that designated account). In the event of a conflict between a blank proxy form and a proxy form which states the number of shares to which it applies, the specific proxy form shall be counted first, regardless of whether it was sent or received before or after the blank proxy form, and any remaining shares in respect of which you are the registered holder will be apportioned to the blank proxy form. If you submit more than one completed valid proxy, the proxy received last before the latest time for receipt of proxies will take precedence.

(f) To appoint more than one proxy (an) additional proxy form(s) may be obtained by contacting Capita Registrars, PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU or you may photocopy the proxy form. Please indicate in the box on the form the number of shares in relation to which they are authorised to act as your proxy. Please also indicate with an "X" in the place provided on the proxy form if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope.

(g) To direct your proxy how to vote on the resolutions, mark the appropriate box on your proxy form with an "X". To abstain from voting on a resolution, select the relevant "Vote withheld" box. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution. If no voting indication is given, your proxy will vote or abstain from voting as he or she sees fit.

(h) To appoint a proxy using this form, your proxy form must be:

• completed and signed;
• sent or delivered to Capita Registrars, PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU; and
• received by Capita Registrars no later than 11.30 a.m. on 22 July 2013.

Completed proxy forms should not be sent to the Company's registered office.

(i) In the case of a member which is a company, your proxy form must be executed under its common seal or signed on its behalf by a duly authorised officer of the company or an attorney for the company stating their capacity (e.g. director, secretary). Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares.

(j) Any power of attorney or any other authority under which your proxy form is signed (or a duly certified copy of such power or authority) must be included with your proxy form.

(k) CREST members who wish to appoint a proxy or proxies by using the CREST electronic appointment service may do so by using the procedures described in the CREST Manual. To be valid, the appropriate CREST message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instructions given to a previously appointed proxy, must be transmitted so as to be received by our agent Capita Registrars, whose CREST participant ID is RA10, by 11.30 a.m. on 22 July 2013.

(l) 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 in respect of the joint holding (the first named being the most senior).

(m) If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence.

(n) Save through CREST, we do not have a facility to receive proxy forms electronically. Therefore, you may not use any electronic address referred to in the proxy form or any related document to submit your proxy form.

(o) Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, the Company specifies that only those members entered on the register of members of the Company at 6.00 p.m. on 22 July 2013 or, in the event that this meeting is adjourned, in the register of members as at 6.00 p.m. on the day two days before the date of any adjourned meeting shall be entitled to attend and vote at the meeting in respect of the number of ordinary shares registered in their names at that time. Changes to the entries on the register of members after 6.00 p.m. on 22 July 2013, or in the event that this meeting is adjourned, in the register of members after 6.00 p.m. on the day two days before the date of the adjourned meeting shall be disregarded in determining the rights of any person to attend or vote at the meeting.

2. Documents on display

Copies of executive Directors' service agreements, copies of the terms and conditions of appointment of Non-Executive Directors (including the terms of the qualifying third party indemnity provisions made by the Company for the benefit of its Directors) are available for inspection at the Company's registered office during normal business hours from the date of this AGM Notice until the date of the Annual General Meeting and will be available for inspection at the place of the Annual General Meeting for at least 15 minutes prior to and during the meeting.

---

helical bar plc

notes to the notice of Annual General Meeting

3. Nominated persons

If you are a person who has been nominated under section 146 of the Act to enjoy information rights (a “Nominated Person”):

(a) you may have a right under an agreement between you and the member of the Company who has nominated you to have information rights (“Relevant Member”) to be appointed or to have someone else appointed as a proxy for the meeting;
(b) if you either do not have such a right or if you have such a right but do not wish to exercise it, you may have a right under an agreement between you and the Relevant Member to give instructions to the Relevant Member as to the exercise of voting rights;
(c) your main point of contact in terms of your investment in the Company remains the Relevant Member (or, perhaps, your custodian or broker) and you should continue to contact them (and not the Company) regarding any changes or queries relating to your personal details and your interest in the Company (including any administrative matters). The only exception to this is where the Company expressly requests a response from you; and
(d) the statement of the rights of Shareholders in relation to the appointment of proxies in paragraph 1 above do not apply to Nominated Persons. The rights described in paragraph 1 can only be exercised by members of the Company.

4. Issued shares and total voting rights

As at 6.00 p.m. on 21 June 2013, being the last practicable day prior to the publication of the AGM Notice, the Company’s issued share capital comprised 118,137,522 ordinary shares of 1 pence each. Each ordinary share carries the right to one vote at a general meeting of the Company and, therefore, the total number of voting rights in the Company as at 6.00 p.m. on 21 June 2013 is 118,137,522.

5. Corporate representatives

Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares.

6. Website publication of audit concerns

Shareholders should note that it is possible, pursuant to requests made by members of the Company under section 527 Act, that the Company may be required to publish on a website a statement setting out any matter relating to: (i) the audit of the Company’s accounts (including the Report of the Independent Auditor and the conduct of the audit) that are to be laid before the Annual General Meeting; or (ii) any circumstance connected with an auditor of the Company ceasing to hold office since the previous meeting at which annual accounts and reports were laid, in accordance with section 437 of the Act, (in each case) that the members propose to raise at the Annual General Meeting. The Company may not require the members requesting any such website publication to pay its expenses in complying with sections 527 or 528 of the Act. Where the Company is required to place a statement on a website under section 527 of the Act, it must forward the statement to the Independent Auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the Annual General Meeting includes any statement that the Company has been required under section 527 of the Act to publish on a website. A copy of this AGM Notice, and other information required by section 311A of the Act can be found at www.helical.co.uk.

7. Communication

You may not use any electronic address (within the meaning of section 333(4) the Act) provided in this AGM Notice (or in any related documents) to communicate with the Company for any purposes other than those expressly stated.

8. Members’ Right To Ask Questions

Any member attending the Annual General Meeting has the right to ask questions. The Company must cause to be answered any such question relating to the business being dealt with at the meeting but no such answer need be given if (a) to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information, (b) the answer has already been given on a website in the form of an answer to a question, or (c) it is undesirable in the interests of the company or the good order of the meeting that the question be answered.

APPENDIX

Location of Annual General Meeting

The Annual General Meeting of Helical Bar plc to be held at 11.30 a.m. on Wednesday 24 July 2013 at:

The Connaught Hotel
Carlos Place
Mayfair
London
W1K 2AL

Helical Bar plc
Registered Office:
11-15 Farm Street
London, W1J 5RS
Tel: 020 7629 0113
Fax: 020 7408 1666
email: info@helical.co.uk
www.helical.co.uk