Pre-Annual General Meeting Information • May 18, 2016
Pre-Annual General Meeting Information
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(a) up to an aggregate nominal amount of £3,051,332 (such amount to be reduced by the nominal amount of any equity securities (as defined in section 560 of the Act) allotted or granted under paragraph (b) of this resolution in excess of £3,051,332); and
(b) comprising equity securities (as defined in section 560 of the Act) up to an aggregate nominal amount of £6,102,664 (such amount to be reduced by any shares allotted or rights granted under paragraph (a) of this resolution) in connection with an offer by way of a rights issue:
(i) to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings, and
(ii) to holders of other equity securities as required by the rights of those securities or as the Directors otherwise consider necessary, and so that the Directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements or securities represented by depositary receipts, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or the requirements of any regulatory body or stock exchange or any other matter.
The authorities conferred on the Directors under paragraphs (a) and (b) above shall expire at the conclusion of the next annual general meeting of the Company after the passing of this resolution or on 30 June 2017, whichever is the earlier, except that under each authority the Company may, at any time before such expiry, make an offer or agreement which would or might require shares to be allotted or rights to subscribe for, or to convert any security into, shares 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 (as the case may be) in pursuance of such offer or agreement as if the relevant authority conferred hereby had not expired.
(a) to make political donations to political parties and/or independent election candidates (as such terms are defined in sections 363 and 364 of the Act);
(b) to make political donations to political organisations other than political parties (as such terms are defined in sections 363 and 364 of the Act); and/or
(c) to incur political expenditure (as such term is defined in section 365 of the Act),
in respect of each authorisation under paragraphs (a), (b) and (c) above, up to a maximum amount of £100,000 and in respect of all such authorisations up to an aggregate amount of £100,000 in each case during the period beginning with the date of the passing of this resolution and ending at the conclusion of the next annual general meeting of the Company after the passing of this resolution or at the close of business on 30 June 2017, whichever is the earlier. The maximum amounts referred to in this paragraph may comprise sums in different currencies, which shall be converted at such rate as the Board may in its absolute discretion determine to be appropriate.
(a) shall be limited to the allotment of equity securities in connection with an offer of equity securities (but in the case of the authority granted under paragraph (b) of resolution 14, by way of a rights issue only): (i) to ordinary shareholders in proportion as nearly as may be practicable to their existing holdings and (ii) to holders of other equity securities as required by the rights of those securities or as the Directors otherwise consider necessary, and so that the Directors may impose any limits or restrictions and make any arrangements as the Directors may deem necessary or appropriate to deal with any treasury shares, fractional entitlements or securities represented by depositary receipts, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or the requirements of any regulatory body or stock exchange or any other matter; and
(b) in the case of the authority granted under paragraph (a) of resolution 14 and/or in the case of any sale or transfer of treasury shares which is treated as an allotment of equity securities under section 560(3) of the Act, shall be limited to the allotment (otherwise than under paragraph (a) of this resolution 16) of equity securities up to an aggregate nominal value equal to £915,399; and
unless previously revoked, varied or extended, this power shall expire at the conclusion of the next annual general meeting of the Company after the passing of this resolution or 30 June 2017, whichever is the earlier, except that the Company may, before the expiry of this power. make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of such an offer or agreement as if the power conferred hereby had not expired.
a) the maximum aggregate number of ordinary shares hereby authorised to be purchased is 45,769,950;
(b) the minimum price (exclusive of expenses) that may be paid for an ordinary share is 2 pence;
(c) the maximum price (exclusive of expenses) that may be paid for an ordinary share is the higher of (i) an amount equal to 105 per cent. of the average of the middle market quotations for an ordinary share (as derived from the Daily Official List of the London Stock Exchange) for the five business days immediately preceding the day on which that ordinary share is
contracted to be purchased and (ii) an amount equal to the higher of the price of the last independent trade of an ordinary share and the highest current independent bid for an ordinary share, on the trading venues where the purchase is carried out;
(d) the authority conferred hereby shall expire at the conclusion of the next annual general meeting of the Company after the passing of this resolution or 30 June 2017, whichever is the earlier, unless previously revoked, varied or renewed by the Company in general meeting prior to such time; and
(e) the Company may at any time prior to the expiry of such authority enter into a contract or contracts under which a purchase of ordinary shares under such authority will or may be completed or executed wholly or partly after the expiration of such authority and the Company may purchase ordinary shares in pursuance of any such contract or contracts as if the authority conferred hereby had not expired.
Liz Airey, Chairman
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