Notice is hereby given that the Annual General Meeting of the Company will be held at the offices of Field Fisher Waterhouse, 35 Vine Street, London, EC3N 2AA on 10 September 2008 at 2 pm for the following purposes, namely:
ORDINARY BUSINESS
- To receive and adopt the accounts for the year ended 30 April 2008 and the reports of the Directors and Auditor thereon.
- To re-elect RA Pearce Gould as a Director.
- To re-elect RA Lo as a Director.
- To reappoint BDO Stoy Hayward LLP, Chartered Accountants, as Auditors until the conclusion of the next Annual General Meeting at which accounts are laid before the members and to authorise the Directors to fix their remuneration.
SPECIAL BUSINESS
To consider and, if thought fit, pass the following resolutions, of which resolution number 5 will be proposed as an ordinary resolution and resolutions numbers 6 and 7 will be proposed as special resolutions:
5. That the Directors be and they are hereby generally and unconditionally authorised pursuant to Section 80 of the Companies Act 1985, as amended (“Act”) to exercise all of the powers of the Company to allot relevant securities (as defined in the said Section) up to an aggregate nominal amount of £2,335,141 (representing one-third of the Company’s issued share capital) provided that this authority shall expire at the conclusion of the next Annual General Meeting of the Company save that the Company may make an offer or agreement before the expiry of this authority which would or might require relevant securities to be allotted after such expiry and the Directors may allot relevant securities pursuant thereto as if the authority conferred hereby had not expired, such authority to be in substitution for any existing authorities conferred on the Directors pursuant to Section 80 of the Act.
6. That, subject to the passing of the previous resolution, the Directors be and they are hereby generally empowered pursuant to Section 95 of the Act to allot equity securities (as defined in Section 94(2) of the Act) pursuant to the authority conferred by Resolution 5 above as if Section 89(1) of the Act did not apply to any such allotment, provided that this power shall be in substitution for any previous powers conferred on the Directors pursuant to the said Section 95 and shall be limited to:
(i) the allotment of equity securities in connection with an issue or offer in favour of Shareholders where the equity securities respectively attributable to the interests of all such Shareholders or to be offered to such Shareholders are proportionate (as nearly as may be practicable) to the respective number of ordinary shares held by them on the record date for such allotment or offer, but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or legal or practical problems under the laws of, or the requirements of, any recognised regulatory body or any stock exchange in, any territory; and
(ii) the allotment for cash (otherwise than pursuant to sub-paragraph (i) above) of further equity securities up to an aggregate nominal amount of £700,542 (representing 10% of the Company’s issued share capital); provided that the power hereby granted shall expire at the conclusion of the next Annual General Meeting of the Company save that the Company may make an offer or agreement before the expiry of this power which would or might require equity securities to be allotted otherwise than in accordance with Section 89 of the Act after such expiry and the Directors may allot equity securities pursuant thereto as if the power conferred hereby had not expired.
7. That the Company be and is hereby generally and unconditionally authorised for the purposes of Section 166 of the Act to make one or more market purchases (within the meaning of Section 163(3) of the Act) on the London Stock Exchange of ordinary shares of 50p each in the capital of the Company provided that:
(i) the maximum aggregate number of shares hereby authorised to be purchased is 1,401,085 ordinary shares of 50p each (representing 10% of the Company’s issued share capital at the balance sheet date);
(ii) the minimum price which may be paid for such shares is 50p per share (exclusive of expenses);
(iii) the maximum price (exclusive of expenses) which may be paid for an ordinary share shall not be more than 105% of the average closing middle market quotation for an ordinary share as derived from the AIM appendix to the Stock Exchange Daily Official List for the five business days immediately preceding the date on which the ordinary share is purchased;
(iv) unless previously renewed, varied or revoked, the authority hereby conferred shall expire at the conclusion of the Company’s next Annual General Meeting;
(v) the Company may make a contract or contracts to purchase ordinary shares under the authority hereby conferred prior to the expiry of such authority which will or may be executed wholly or partly after the expiry of such authority and may make a purchase of ordinary shares in pursuance of any such contract or contracts; and
(vi) any shares which as a result of the exercise of this authority are undesignated shares in the authorised capital of the Company shall immediately following such exercise be redesignated as ordinary shares of 50 pence each of the Company.
By order of the Board
Nigel Hare-Scott
Company Secretary
21 July 2008
Registered Office
31 Goldington Road
Bedford, MK40 3LH
Notes:
- A member entitled to attend and vote at the meeting convened by the notice set out above is entitled to appoint a proxy to attend, speak and vote instead of him. A proxy need not be a member of the Company. More than one proxy may be appointed to exercise the rights attaching to different shares held by the member but a member may not appoint more than one proxy to exercise rights attached to any one share. A form of proxy is enclosed.
- To be effective, completed forms of proxy and the power of attorney or other authority (if any) under which they are signed or a copy of that power or authority certified notarially or in accordance with the Powers of Attorney Act 1971 must be lodged in accordance with the instructions printed thereon, not later than 48 hours before the time appointed for the meeting or any adjourned meeting.
- Completion and return of a form of proxy will not preclude a member from attending and voting at the meeting in person should he/she wish to do so.
- The Company, pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, specifies that only those members registered in the register of members of the Company as at 6 pm on 10 September 2008 shall be entitled to attend and vote at this meeting in respect of the number of shares registered in their name at that time. Changes to entries in the register of members after that time shall be disregarded in determining the rights of any person to attend or vote at this meeting.