5 May 2009 09:37
Cosalt plc
("Cosalt" or the "Group")
Company No 19628
Special Resolutions of Cosalt Plc as approved at their Annual General Meeting on 30 May 2009
Resolution 11
THAT, subject to the passing of Resolution 10, the directors be and they are hereby generally empowered pursuant to Section 95 of the Companies Act 1985 ("the Act") to allot equity securities (within the meaning of Section 94(2) to Section 94(3) of the Act) for cash pursuant to the authority conferred by Resolution 10, as if Section 89(1) 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 otherwise than pursuant to paragraph (a) up to an aggregate nominal
amount of £330,042
and will expire on 30 April 2010 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 any 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 12
THAT the existing Article 104 of the Articles of Association of the Company be deleted in its entirety, new Articles 104 to 125 as set out in the document produced to the Meeting and signed by the Chairman of the Meeting be substituted in its place and the existing Articles 105 to 157 be re-numbered accordingly.
By Order of the Board
N R Carrick
Company Secretary
30 April 2009
ENQUIRES:
| Cosalt plc | Tel: 01472 504504 |
| Neil Carrick, Company Secretary | |
| College Hill | Tel: 020 7457 2020 |
| Mark Garraway | |
| Adam Aljewicz |