Last checked at 
12 May 2011 18:00
LMS CAPITAL PLC
Items of Special Business
The following items of special business were passed at the LMS Capital plc Annual General Meeting held on 12 May 2011:
Resolution 8 Allotment of Shares
That the Directors be generally and unconditionally authorised for the purposes of Section 551 of the Companies Act 2006 (the "Act"), to exercise all powers of the Company to allot shares and grant rights to subscribe for, or convert any security into, shares:
(a) up to a maximum nominal amount (within the meaning of Section 551(3) and (6) of the Act) of £9,087,122 (such amount to be reduced by the nominal amount allotted or granted under (b) in excess of such sum); and
(b) comprising equity securities (as defined in Section 560 of the Act) up to an aggregate nominal amount (within the meaning of Section 551(3) and (6) of the Act) of £18,174,245 (such amount to be reduced by any allotments or grants made under (a) above) in connection with or pursuant to an offer by way of a rights issue in favour of (i) holders of Ordinary Shares in proportion (as nearly as practicable) to the respective number of Ordinary Shares held by them on the record date for such allotment and (ii) holders of any other class of equity securities entitled to participate therein or if the Directors consider it necessary, as permitted by the rights of those securities, but subject to such exclusions or other arrangements as the Directors may consider necessary or appropriate to deal with fractional entitlements, treasury shares, record dates or legal, regulatory or practical difficulties which may arise under the laws of, or the requirements of any regulatory body or stock exchange in any territory or any other matter whatsoever, these authorisations to expire at the earlier of the date of the next annual general meeting of the Company and 30 June 2012, save that the Company may before such expiry make any offer or agreement which would or might require Ordinary Shares to be allotted or rights to be granted after such expiry and the Directors may allot Ordinary Shares or grant rights to subscribe for or to convert any security into Ordinary Shares in pursuance to any such offer or agreement as if the authorities conferred hereby had not expired.
Resolution 9 Disapplication of Pre-emption Rights
That subject to the passing of Resolution 8 above, the Directors be given power pursuant to Sections 570 (1) and 573 of the Companies Act 2006 (the "Act") to:
(a) allot equity securities (as defined in Section 560 of the Act) of the Company wholly for cash pursuant to the authority conferred by Resolution 8 above; and
(b) sell ordinary shares (as defined in Section 560(1) of the Act) held by the Company as treasury shares for cash, as if Section 561 of the Act did not apply to any such allotment or sale, provided that this power shall be limited to the allotment of equity securities for cash and the sale of treasury shares:
(i) in connection with or pursuant to an offer or invitation (but in the case of the authority granted under Resolution 8(b), by way of a rights issue only) in favour of (i) holders of Ordinary Shares in proportion (as nearly practicable) to the respective number of Ordinary Shares held by them on the record date for such allotment or sale and (ii) holders of any other class of equity securities entitled to participate therein or if the Directors consider it necessary, as permitted by the right of those securities, but in either case subject to such exclusions or other arrangements as the Directors may consider necessary or appropriate to deal with fractional entitlements, treasury shares, record dates or legal, regulatory or practical difficulties which may arise under the laws of or the requirements of any regulatory body or stock exchange in any territory or any other matter whatsoever; and
(ii) in the case of the authorisation granted under Resolution 8(a) above (or in the case of any sale of treasury shares), and otherwise than pursuant to paragraph (i) of this Resolution, up to an aggregate nominal amount of £ 1,363,204, and shall expire at the earlier of the date of the next annual general meeting of the Company and 30 June 2012, save that the Company may before such expiry make any offer or agreement that would or might require equity securities to be allotted, or treasury shares to be sold, after such expiry and the Directors may allot equity securities or sell treasury shares in pursuance of any such offer or agreement as if the power conferred hereby has not expired.
Resolution 10 Authorise Purchase of Own Shares
That the Company be and is hereby generally and unconditionally authorised for the purposes of Section 701 of the Companies Act 2006 (the "Act") to make market purchases (within the meaning of Section 693(4) of the Act) of Ordinary Shares of 10p ("Ordinary Shares") each in its capital on such terms and in such manner as the Directors may from time to time determine provided that:
(a) the maximum aggregate number of Ordinary Shares which may be so purchased is 40,868,878;
(b) the maximum price (exclusive of expenses) at which an Ordinary Share may be so purchased is an amount equal to 105% of the average of the middle market quotations for an Ordinary Share taken from the London Stock Exchange for the five business days immediately preceding the day on which such share is contracted to be purchased and the minimum price (exclusive of expenses) is 10p per Ordinary Share; and
(c) this authority shall expire at the earlier of the conclusion of the Company's annual general meeting to be held in 2012 and 30 June 2012, unless renewed, varied or revoked by the Company in general meeting before such expiry, save that the Company may, before such expiry, make contracts for purchases of Ordinary Shares which would or might be completed wholly or partly after such expiry and may make a purchase of Ordinary Shares in pursuance of any such contract.
Resolution 11 Call of General Meetings on Shorter Notice
To authorise the calling of general meetings of the Company (not being an annual general meeting) by notice of at least 14 clear days.
Resolution 12 Approval of the Waiver of Rule 9 of The Takeover Code
That the waiver by The Panel on Takeovers and Mergers (the terms of which are referred to in paragraph 3.9 of Part 2 of the circular to shareholders of the Company dated 15 April 2011 (the "Circular")) of any requirement under Rule 9 of the City Code on Takeovers and Mergers for the Concert Party (as defined in the Circular) (or any of them) to make a general offer to the Shareholders of the Company, as a result of any market purchases by the Company of shares pursuant to the exercise by the Company of the authority granted to the Company pursuant to Resolution 10 above, which could have the effect of increasing the Concert Party's interest up to a maximum aggregate interest of 43.18% of the issued voting share capital of the Company, be and is hereby approved.
Matthew JonesCompany Secretary12 May 2011
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