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PEBBLE BEACH SYSTEMS GROUP PLC — AGM Information 2012
May 31, 2012
7838_dva_2012-05-31_ab69f572-f6ff-4e8e-a3fd-1f26bfa5affb.pdf
AGM Information
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COMPANY NO: 4082188
THE COMPANIES ACT 2006 COMPANY LIMITED BY SHARES ORDINARY and SPECIAL RESOLUTIONS OF VISLINK plc
At an Annual General Meeting of the above named company, duly convened and held at 29 Cloth Fair, London EC1A 7NN on Wednesday 30 May 2012, the following Resolutions were duly passed as Special Business.
As an Ordinary Resolution: Extension of the Vislink plc 2008 Long-Term Incentive Plan
- THAT the directors be and are hereby authorised to extend the Vislink plc 2008 Long-Term Incentive Plan (the "LTIP"), a copy of the rules of which has been produced to the meeting and initialled by the Chairman of the meeting (for the purposes of identification only) and a summary of the main provisions of which was set out in the Notice of Annual General Meeting (the "Summary") and to do all such acts and things as may be necessary or expedient to extend the LTIP for a further period five years, including implementing and giving effect to any amendments to update the rules of the LTIP in accordance with the Summary.
Authority to allot shares
- That, in substitution for all existing authorities, the directors be and they are hereby generally and unconditionally authorised pursuant to section 551 of the Companies Act 2006 (the "Act") to exercise all powers of the Company to allot shares in the Company or grant rights to subscribe for or to convert any security into shares in the Company up to an aggregate nominal amount of £945,185 for the period expiring on whichever is the earlier of the conclusion of the next Annual General Meeting of the Company after the passing of this resolution and June 30, 2013 unless renewed or extended prior to such expiry, except that the Company may, before the expiry of any power contained in this resolution, make an offer or agreement which would or might require shares to be allotted, or rights to be granted, after such expiry and the directors may allot shares or grant rights in pursuance of such offer or agreement as if the power conferred hereby had not expired.
As a Special Resolution: Disapplication of pre-emption rights
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That, in substitution for all existing authorities to allot equity securities as if section 561 of the Companies Act 2006 (the "Act") did not apply, the directors be and they are hereby generally and unconditionally authorised pursuant to section 570 of the Act to allot equity securities (as defined in section 560 of the Act) for cash either pursuant to the authority conferred upon them by resolution 8 of this Notice of Annual General Meeting or by way of a sale of treasury shares as if section 561 of the 2006 Act did not apply to any such allotment, provided that the power conferred by this resolution shall be limited to:
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a) the allotment of equity securities in connection with a rights issue or any other pre-emptive offer in favour of the holders of equity securities where the equity securities respectively attributable to the interests of all such holders are proportionate (as nearly as may be) to the respective numbers of equity securities held by them subject only to such exclusions or other arrangements as the directors may consider appropriate to deal with fractional entitlements or legal and practical difficulties under the laws of, or the requirements of any recognised regulatory body in, any territory or otherwise; and
- b) the allotment (otherwise than pursuant to sub-paragraph (a) above) of equity securities for cash pursuant to the authority granted under resolution 8 above up to an aggregate nominal amount of £142,378;
and shall expire on whichever is the earlier of the conclusion of the next Annual General Meeting of the Company after the passing of this resolution and June 30, 2013, unless renewed or extended prior to such expiry, except that the Company may, before the expiry of any power contained in this resolution, 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.
Authority for market purchases
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- That the Company is hereby generally and unconditionally authorised to make market purchases (within the meaning of section 701 of the Companies Act 2006) of ordinary shares of 2.5 pence each in the capital of the Company ("ordinary shares") provided that
- a) the maximum number of ordinary shares hereby authorised to be purchased shall be 11,390,223 (representing approximately 10 per cent of the Company's issued ordinary share capital);
- b) the minimum price which may be paid for each ordinary share so purchased shall not be less than 2.5 pence, being the nominal value thereof, exclusive of the expenses of purchase;
- c) the maximum price which may be paid for each ordinary share so purchased shall not exceed 105 per cent of the average middle market quotation for an ordinary share as derived from the London Stock Exchange Daily Official List for the five business days preceding the day of purchase, exclusive of the expenses of purchase; and
- d) the authority hereby conferred shall expire on whichever is the earlier of the conclusion of the next Annual General Meeting of the Company after the passing of this resolution and June 30, 2013 unless renewed or extended prior to such expiry, except that the Company may, before the expiry of any authority contained in this resolution, make a contract to purchase ordinary shares which will or may be executed wholly or partly after the expiry of such authority and may make purchases of ordinary shares in pursuance of any such contract or contracts.
Notice of General Meeting
- That the Company be generally and unconditionally authorised to hold general meetings (other than annual general meetings) on 14 clear days' notice provided that this authority shall expire at the conclusion of the Annual General Meeting or, if earlier, on June 30, 2013.
By Order of the Board
Signed:
$\mathcal{D}$ . . . . . . . . . JR Trumper Secretary
Date:
$3.0222$