AGM Information • Apr 29, 2015
AGM Information
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At the Annual General Meeting of the Company held at 1-2 Royal Exchange Buildings, London EC3V 3LF on Wednesday 29 April 2015 at 10.30 am, the following Resolutions were duly passed as Special Resolutions:
THAT, subject to the passing of resolution 10, the Directors be and are hereby empowered, under section 571 of the Act, to allot equity securities (as defined in section 560 of the Act) under the authority conferred by resolution 11 for cash as if section 561(1) of the Act did not apply to the allotment, provided that this power shall be limited to allotment:
(a) of equity securities in connection with an offer of such securities by way of rights to holders of Ordinary shares in proportion (as nearly as practicable) to their respective holdings of such shares but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or any legal or practical problems under the laws of any territory, or the requirements of any regulatory body or stock exchange; and
(b) (other than under paragraph (a) above) of equity securities up to an aggregate nominal amount not exceeding £339,741 in respect of the Ordinary Shares and shall expire at the conclusion of the next Annual General Meeting of the Company held after the passing of this resolution or, if earlier, on the expiry of 15 months from the passing of the resolution, and so that the Company may, before such expiry, 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 offer or agreement as if the power conferred hereby had not expired.
THAT the Company be and is hereby generally and, subject as here and hereinafter appears, unconditionally authorised in accordance with section 701 of the Act to make market purchases (within the meaning of Section 693(4) of the Act) of fully paid Ordinary Shares of 10p each in the capital of the Company provided always that:
(a) the maximum number of Ordinary Shares hereby authorised to be purchased is 3,397,409 Ordinary Shares representing approximately 10% of the Company's issued share capital as at 20 March 2015:
(i) an amount equal to 105 per cent of the average of the closing middle market price for the Ordinary Share as derived from the London Stock Exchange's Daily Official List for the five business days immediately preceding the date on which the Ordinary Shares are purchased; and
(ii) the price stipulated by Article 5(1) of Commission Regulation (EC) No. 273/2003 (the Buyback and Stabilisation Regulation); and
(d) unless previously renewed, varied or revoked, the authority hereby conferred shall expire at the conclusion of the next Annual General Meeting of the Company or, if earlier, on the expiry of 15 months from the passing of this resolution, save that the Company may before such expiry enter into a contract to purchase Ordinary Shares which will or may be completed wholly or partly after such expiry.
Mayen Capital Partners UK LLP, Secretary
Janet S. Reid
Authorised Signatory
29 April 2015
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