AGM Information • Nov 19, 2014
AGM Information
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SPECIAL RESOLUTON 1: IT WAS RESOLVED THAT the Directors of the Company be and are hereby generally empowered to allot ordinary shares in the Company or grant rights to subscribe for, or to convert securities into, ordinary shares in the Company (''equity securities'') for cash, including by way of a sale of ordinary shares held by the Company as treasury shares, or as if any pre-emption rights in relation to the issue of shares set out in the Listing Rules made by the Financial Conduct Authority under part VI of the Financial Services and Markets Act 2000 (as amended) did not apply to any such allotment of equity securities, provided that this power:
SPECIAL RESOLUTON 2: IT WAS RESOLVED THAT the Company be authorised, in accordance with section 315 of the Companies (Guernsey) Law, 2008 (the 'Law'), to make market purchases (within the meaning of section 316 of the Law) of Ordinary Shares of 1p each ('Ordinary Shares') (either for retention as treasury shares or transfer, or cancellation), provided that:
(b) the minimum price which may be paid for an Ordinary Share shall be 1p;
(c) (the maximum price (exclusive of expenses) which may be paid for an Ordinary Share shall be the higher of (i) 105 per cent of the average of the middle market quotations (as derived from the Daily Official List) for the Ordinary Shares for the five business days immediately preceding the date of purchase and (ii) the higher of the last independent trade and the highest current independent bid on the trading venue which the purchase is carried out; and
………………………………………………………………. For Northern Trust International Fund Administration Services (Guernsey) Limited As Secretary
21 November 2014 ………………………………………….. Date
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