AGM Information • May 26, 2016
AGM Information
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Company Number 09760850
That in accordance with section 366 of the Companies Act 2006 the Company and all companies that are subsidiaries of the Company at any time during the period for which this resolution has effect are authorised to:
(a) make political donations to political parties or independent election candidates, not exceeding £100,000 in total;
(b) make political donations to political organisations other than political parties, not exceeding £100,000 in total; and
(c) incur political expenditure not exceeding £100,000 in total,
during the period beginning with the date of the passing of this resolution and ending on 1 July 2017 or, if sooner, the conclusion of the Annual General Meeting of the Company to be held in 2017.
For the purpose of this resolution the terms "political donations", "political parties", "independent election candidates", "political organisations" and "political expenditure" have the meanings set out in sections 363 to 365 of the Companies Act 2006.
That:
(a) the Directors be authorised to allot shares in the Company or grant rights to subscribe for, or convert any security into, shares in the Company:
(i) in accordance with Article 7 of the Company's Articles of Association, up to a maximum nominal amount of £1,353,672 (such amount to be reduced by the nominal amount of any equity securities (as defined in Article 8 of the Company's Articles of Association)) allotted under paragraph (ii) below in excess of £1,353,672; and
(ii) comprising equity securities (as defined in Article 8 of the Company's Articles of Association) up to a maximum nominal amount of £2,707,344 (such amount to be reduced by any shares allotted or rights granted under paragraph (i) above) in connection with an offer by way of a rights issue (as defined in Article 8 of the Company's Articles of Association);
(b) this authority shall expire at the conclusion of the next Annual General Meeting of the Company after the passing of this resolution, or, if earlier, at the close of business on 1 July 2017; and
(c) all previous unutilised authorities under section 551 of the Companies Act 2006 shall cease to have effect (save to the extent that the same are exercisable pursuant to section 551(7) of the Companies Act 2006 by reason of any offer or agreement made prior to the date of this resolution which would or might require shares to be allotted or rights to be granted on or after that date).
That:
(a) in accordance with Article 8 of the Company's Articles of Association, the Directors be given power to allot equity securities for cash;
(b) the power under paragraph (a) above (other than in connection with a rights issue, as defined in Article 8 of the Company's Articles of Association) shall be limited to the allotment of equity securities having a nominal amount not exceeding in aggregate £406,102;
(c) this authority shall expire at the conclusion of the next Annual General Meeting of the Company after the passing of this resolution or, if earlier, at the close of business on 1 July 2017; and
(d) all previous unutilised authorities under sections 570 and 573 of the Companies Act 2006 shall cease to have effect.
That a general meeting (other than an Annual General Meeting) may be called on not less than 14 clear days' notice.
This information is provided in compliance with Listing Rule 9.6.2R.
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