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Lancashire Holdings

AGM Information Sep 18, 2013

6279_rns_2013-09-18_23b353b7-cd73-458a-9fe0-3f3075902cf9.pdf

AGM Information

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LANCASHIRE HOLDINGS LIMITED (the "Company") CERTIFIED RESOLUTIONS

I, Shavon Edwards, Assistant Company Secretary of the Company, DO HEREBY CERTIFY that the following is a true extract of resolutions adopted by the Members of the Company at a meeting duly convened and held on the 5th of September 2013, at which meeting a guorum was present and voting throughout and that such resolutions are still in full force and effect as at the date hereof:

"3. ACQUISITION OF CATHEDRAL CAPITAL LIMITED

It was noted that the meeting had been convened for the purpose of considering and, if thought fit, approving the proposed acquisition of Cathedral Capital Limited by the Company on the terms and subject to the conditions of the Share Purchase Agreements as defined and summarised in the circular to shareholders dated 8 August 2013.

The proposed ordinary resolution, as set out in the Notice, was put to the meeting. In accordance with the Company's Bye-laws, the Chairman determined that the vote on the proposal would be taken by a poll. An option was given to members in attendance to cast votes via ballot, which was accepted. With all votes cast, of the 119,809,560 shares of the Company present or represented by proxy at the meeting it was:

RESOLVED THAT the proposed acquisition of Cathedral Capital Limited by the Company, on the terms and subject to the conditions of the Share Purchase Agreements (as defined and summarised in the circular to shareholders dated 8 August 2013) (the "Acquisition"), be and hereby is approved, subject to such amendment, variation or waiver (provided such amendments, variations or waivers are not of a material nature) of the terms and conditions thereof as the Directors (or a committee consisting of one or more Directors which is fully constituted under the Company's Bye-laws ("Committee")), shall, in their absolute discretion, think fit and subject to the foregoing, that the Directors (or the Committee as applicable) be and are hereby authorised to take all necessary steps and to execute all documents and deeds as they may consider to be necessary, desirable or expedient to conclude, implement and give effect to the Acquisition or in connection therewith.

RESOLUTION FOR AGAINST WITHHELD TOTAL
118.653.110 1.156.450 119,809,560"

Dated: This 18th day of September 2013 Signed under seal:/

Bv:

Shavon Edwards Assistant Company Secretary For and on behalf of Lancashire Holdings Limited

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