NPT.L Regulatory News (NPT)

8 May 2007 13:55

Netplay TV PLC08 May 2007 THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are inany doubt about the contents of this document or about the action which youshould take, you should immediately consult an independent financial adviserauthorised under the Financial Services and Markets Act 2000. If you have sold or otherwise transferred all of your Ordinary Shares in NetPlayTV plc, please send this document and form of proxy to the purchaser ortransferee or to the stockbroker, bank or other agent through whom the sale ortransfer was effected for onward transmission to the purchaser or transferee. NETPLAY TV PLC ("NETPLAY" or "the Company") (Incorporated in England and Wales under the Companies Act 1985, No. 03954744) Directors: Registered Office: Martin Higginson, Chief Executive Officer 25 James Street Gavin Whyte, ChiefOperations Officer London Patrick Greene, Finance director W1U 1DU GrahamStevens, Non-executive director Andrew Lapping, Non-executive director 4 May 2007 NOTICE OF ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN that the Annual General Meeting of NetPlay TV plc will beheld at 10.30 a.m. on Thursday 28 June 2007 at 25 James Street, London, W1U 1DU for thepurpose of transacting the following business: ORDINARY BUSINESS 1. To receive the report of the directors and the financial statements for the year ended 31 December 2006 together with the report of the auditors thereon. 2. To re-elect Mr. Graham Stevens as a Director of the Company who retires by rotation in accordance with the Articles of Association of the Company and, being eligible, offers himself for re-election. 3. That it be resolved to re-appoint CLB Coopers as auditors of the Company until the conclusion of the next general meeting at which accounts are laid before the members and that the auditors remuneration be determined by the directors. 4. THAT the directors be and are hereby generally and unconditionally authorised for the purposes of section 80 of the Companies Act 1985 (“the Act& rdquo;) to allot relevant securities (within the meaning of section 80(2) of the Act) of the Company up to an aggregate nominal amount of £1,152,133, provided that this authority shall (unless previously revoked or varied) expire at the conclusion of the annual general meeting of the Company to be held in 2008 unless such authority is renewed prior to such time, save that the Company may before such expiry make offers or agreements which would or might require relevant securities to be allotted after such expiry and the directors may allot relevant securities in pursuance of any such offers or agreements as if the authority conferred hereby had not expired. SPECIAL BUSINESS 5. THAT, subject to the passing of Resolution 4 above, the directors of theCompany be and are hereby empowered pursuant to section 95(1) of the Act toallot equity securities (within the meaning of section 94 of the Act) of theCompany within the terms of the authority set out in Resolution 4 above as ifsection 89(1) of the Act did not apply to such allotment provided that suchpower shall be limited to: (a) The allotment of equity securities in connection with a rights issue in favour of the holders of ordinary shares in proportion (as nearly as may be) to their respective holdings of such shares subject only to such exclusions or other arrangements as the directors may consider expedient to deal with fractional entitlements or legal or practical considerations arising under the laws of any territory or the requirements of any regulatory body; and(b) the allotment (otherwise than pursuant to paragraph (i) of this resolution) of equity securities up to an aggregate nominal value of £345,640 and shall expire at the conclusion of the annual general meeting of the Company to be held in 2008 unless such authority is renewed prior to such time, save that the Company may before such expiry make offers or agreements which would or might require relevant securities to be allotted after such expiry and the directors may allot relevant securities in pursuance of any such offers or agreements as if the authority conferred hereby had not expired. 6. THAT the Company be and is hereby generally and unconditionally authorised tomake market purchases (within the meaning of section 163(3) of the Companies Act1985) of ordinary shares in the capital of the Company provided that: (a) the maximum number of Shares that may be purchased is 6,912,795 (representing 10 per cent. of the Company’s issued ordinary share capital of the Company at the date of the meeting);(b) the minimum price exclusive of any expenses that may be paid for a share is 5 pence;(c) the maximum price exclusive of any expenses that may be paid per share is 105 per cent. of the average of the middle market quotations for a share as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the share is to be purchased;(d) unless previously revoked, varied or renewed, this authority expires at whichever date is earlier: the Company’s next Annual General Meeting or twelve months from the date of this resolution;(e) the Company may contract to purchase shares prior to the expiry of this authority, which may be executed wholly or partly after the expiry as if the authority had not expired. By order of the Board Howard Caney Company Secretary Notes 1. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, the Company specifies that only those members entered in the Register of Members of the Company as at 10.30 a.m. on Tuesday 26 June 2007 or, if the Meeting is adjourned, 48 hours before the time fixed for the adjourned meeting, shall be entitled to attend or vote at the Meeting in respect of the number of Ordinary shares registered in their names at that time. Changes to entries on the Company’s Register of Members after 10.30 a.m. on Tuesday 26 June 2007 or, if the Meeting is adjourned, 48 hours before the time fixed for the adjourned meeting, shall be disregarded in determining the rights of any person to attend or vote at the Meeting, notwithstanding the provisions of any enactment, the Company’s Articles of Association or any other instrument to the contrary. 2. A member entitled to attend and vote at the AGM is entitled to appoint a proxy or proxies to attend and, on a poll, vote instead of him/her. A proxy need not be a member of the Company. 3. The enclosed form of proxy must arrive not later than 48 hours before the time set for the meeting and delivered to the Proxy Processing Centre, Telford Road, Bicester OX26 4LD. You may also deliver by hand to The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU during usual business hours. Copies of this notice are available for inspection at the UK Listing Authority’s Document Viewing Facility situated at: Financial Services Authority, 25 The North Colonnade, Canary Wharf, London E145HS. Tel. No. +44 (0)20 7676 1000 Perivan Financial Print 209329 This information is provided by RNS The company news service from the London Stock Exchange