25 Mar 2010 10:36
Cosalt plc
("Cosalt" or the "Group")
SPECIAL RESOLUTIONS OF COSALT - AS APPROVED AT THE ANNUAL GENERAL MEETING OF THE COMPANY ON 24 MARCH 2010
Resolution 10
That, subject to the passing of resolution 9, the directors be and they are hereby generally empowered pursuant to section 570 of the Act to allot equity securities (within the meaning of section 560 of the Act) for cash pursuant to the authority conferred by resolution 9 as if section 561 of the Act did not apply to the allotment. This power is limited to:-
(a) the allotment of equity securities where such securities have been offered (whether by way of a rights issue, open offer or otherwise) to holders of ordinary shares in the capital of the Company made in proportion (as nearly as may be) to their existing holdings of ordinary shares but subject to the directors having a right to make such exclusions or other arrangements in connection with the offering as they deem necessary or expedient:-
(i) to deal with equity securities representing fractional entitlements; and
(ii) to deal with legal or practical problems under the laws of any territory or the requirements of any regulatory body or stock exchange; and
(b) the allotment of equity securities for cash pursuant to the authority granted under paragraph (a) of resolution 9 above otherwise than pursuant to paragraph (a) of this resolution 10 up to an aggregate nominal amount of £202,201.70.
and will expire on 30 April 2011 or at the conclusion of the next Annual General Meeting of the Company after the passing of this resolution, whichever first occurs, but 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 that offer or agreement as if the power conferred by this resolution had not expired.
Resolution 11
That with effect from the passing of this resolution:
(c) the articles of association of the Company be amended by deleting all the provisions of the Company's memorandum of association which, by virtue of section 28 of the Act, have been treated as provisions of the Company's articles of association since 1 October 2009; and
(d) the articles of association produced to the meeting and initialled by the chairman of the meeting for the purpose of identification be adopted as the articles of association of the Company in substitution for, and to the exclusion of, the existing articles of association
Resolution 12
That a general meeting of the Company, other than an annual general meeting, may be called on not less than 14 clear days' notice.
By Order of the Board
N R Carrick
Company Secretary
25 march 2010
ENQUIRES:
| Cosalt plc | Tel: 01472 504504 |
| Neil Carrick, Company Secretary |
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| College Hill | Tel: 020 7457 2020 |
| Mark Garraway |
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| Adam Aljewicz |
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