AGM Resolutions18 Sep 2013 14:52
Please cast your votes with your broker by the end of this week.
Ordinary Business
1. To receive the financial statements for the period ended 31 March 2013 together with the Reports of the Directors and Auditor thereon.
2. To elect Steven Fawkes, who has been appointed as a director since the last Annual General Meeting, as a director of the Company.
3. To re-elect James Newman, who is retiring by rotation in accordance with article 113, as a director of the Company.
4. To appoint Grant Thornton UK LLP, who have been appointed as the auditor since the last Annual General Meeting, as the Company’s Auditor until the conclusion of the next Annual General Meeting, and to authorise the directors to determine the Auditor’s remuneration.
Special Business
To consider and, if though fit, to pass the following resolutions which will be proposed as to resolution 5 as an ordinary resolution and as to resolution 6 as a special resolution:
5. That, subject to and in accordance with article 16 of the Company’s articles of association, the directors from time to time of the Company be and they are hereby generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006 (the ‘Act’) to exercise all the powers of the Company to allot shares in the Company and to grant rights to subscribe for, or convert any security into, shares in the Company (‘Rights’) up to an aggregate nominal amount of £354,323, provided that:
(a) such authority, unless renewed, shall expire at the conclusion of the Annual General Meeting of the Company in 2014 or the date which is fifteen months from the date of this Resolution, whichever is the earlier but shall extend to the making, before such expiry, of an offer or agreement which would or might require such shares to be allotted or Rights to be granted after such expiry and the directors may allot such shares and grant Rights in pursuance of such an offer or agreement as if the authority conferred hereby had not expired; and
(b) all previous authorities under section 80 of the Companies Act 1985 and/or section 551 of the Act to the extent unused be and they are hereby revoked but without prejudice to any allotment of shares or grant of Rights already made or offered or agreed to be made pursuant to such authorities.
6. That, subject to and in accordance with article 17 of the Company’s articles of association and conditional on the passing of Resolution 5 above and in substitution for all subsisting authorities to the extent unused, in accordance with section 570 of the Act, the directors be and they are hereby empowered to allot equity securities (as defined in section 560 of the Act) for cash pursuant to the general authority conferred on them contained in Resolution 5 above as if sub-section (1) of section 561 of the Act did not apply to the allotment, provided that the power hereby conferred shall be limited to:.....