OCT.L Regulatory News (OCT)

For Immediate Release

27 November 2015

Octagonal plc

("Octagonal" or the "Company")

Notice of Annual General Meeting

Octagonal announces that it is today posting a notice of the annual general meeting ("AGM") to holders of ordinary shares in the Company. The AGM will be held on 21 December 2015 at 11.00 a.m. at the offices of Beaumont Cornish Limited, 2nd Floor, Bowman House, 29 Wilson Street, London EC2M 2SJ.

Details of the resolutions to be considered at the AGM are set out in the notice of AGM, which is attached in full as Appendix 1 to this announcement, and an electronic copy of which will shortly be available on the Company's website: www.octagonalplc.com

END.

Enquiries:

Appendix 1

When considering what action you should take, you are recommended to consult an independent financial adviser authorised under the Financial Services and Markets Act 2000. If you have sold or otherwise transferred all of your shares in Octagonal plc (the "Company"), please forward this document and the accompanying documents to the purchaser or transferee of those shares or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee of those shares.

Octagonal plc

(Registered in England and Wales with Company Number: 06214926)

Notice of Annual General Meeting

Notice is hereby given that the Annual General Meeting of Octagonal plc will be convened at 11.00 a.m. at the offices of Beaumont Cornish Limited, 2nd Floor, Bowman House, 29 Wilson Street, London EC2M 2SJ on 21 December 2015, to transact the following business and consider and, if thought fit, pass the following resolutions, each such resolution to be considered as an ordinary resolution or special resolution as indicated.

A member entitled to attend and vote at an annual general meeting of the Company is entitled to appoint one or more proxies to attend, and on a poll, to vote instead of him. A proxy need not also be a member of the Company. Please refer to the detailed notes contained in the form of proxy attached to this notice. Completion and return of a proxy form will not preclude members from attending and voting at the annual general meeting in person.

Resolutions 1 to 5 will be considered as ordinary business and are ordinary resolutions. Resolution 6 will be considered as special business and is a special resolution.

Ordinary Business

Receipt of Accounts

1 To receive and adopt the statement of accounts of the Company for the year ended 31 March 2015, together with the reports of the Directors and the auditors.

Appointment of auditors and auditors' remuneration

2 To appoint Chapman Davis LLP as auditors of the Company to hold office from the conclusion of this AGM until the conclusion of the next AGM of the Company and to authorise the Directors to determine their remuneration.

Appointment of Directors

3 To re-elect Grant Roberts as a Director who is retiring by rotation in accordance with the Company's articles of association.

4 To re-elect Nilesh Jagatia as a Director who is retiring by rotation in accordance with the Company's articles of association.

Authority for the Directors to allot shares

5 That in accordance with section 551 of the Companies Act 2006 (the "Act") (in substitution for all existing authorities), the Directors be and they are hereby generally and unconditionally authorised to exercise all the powers of the Company to allot ordinary shares in the Company (unless previously renewed, varied or revoked by the Company in general meeting before such expiry) and to grant rights to subscribe for, or convert any security into, ordinary shares in the Company ("Rights") up to the aggregate nominal amount of £56,000. Such authority will expire on the earlier of 30 April 2017 and the conclusion of the next Annual General Meeting of the Company and in each case during this period the Company may make an offer or agreement which would or might require relevant securities to be allotted after the authority has expired and the Directors may allot relevant securities in pursuance of any such offer or agreement notwithstanding that the authority conferred by this resolution has expired.

Special Business

Disapplication of pre-emption rights (Special Resolution)

6 THAT, subject to the passing of resolution 5 above, the Directors be and are generally empowered pursuant to sections 570 and 571 of the Companies Act 2006 (the "Act") to allot equity securities (within the meaning of section 560 of the Act) of the Company for cash pursuant to the authority conferred by resolution 5 above as if section 561(1) of the Act did not apply to the allotment. This power is limited:

a) to the allotment of equity securities for cash in connection with or pursuant to an offer of or invitation to acquire equity securities in favour of ordinary shareholders where the equity securities respectively attributable to the interest of all ordinary shareholders are proportionate (as nearly as practicable) to the respective numbers of ordinary shares held by them on the record date for such allotment, but subject to such conclusions or other arrangements as the Directors may deem necessary or expedient to deal with legal or practical problems under the laws of, or the requirements of, any recognised regulatory body or stock exchange or in connection with fractional entitlements, record dates or in connection with treasury shares or any other matter whatsoever; and

b) to allotments (otherwise than pursuant to sub-paragraph (a) above) of equity securities up to an aggregate nominal amount of £56,000; and

the power hereby given shall expire at the earlier of 30 April 2017 or the conclusion of the next Annual General Meeting after passing this resolution 6, unless previously revoked, varied or extended by the Company in general meeting save that the Company may before such expiry, make any offer or enter into any 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.

Recommendation

The Board believes that the proposed resolutions are in the best interests of the Company and its shareholders as a whole. The Directors recommend shareholders vote in favour of all the proposed resolutions as they intend to do in respect of their own beneficial shareholdings.

Action to be taken

Whether or not you expect to come to the AGM, please complete the accompanying Form of Proxy and return it to the Company's Registrar at the address shown on the Form.

By order of the Board

26 November 2015

Commentary

1. Resolution 1

The Chairman will present the accounts and the reports of the Directors and auditors for the year ended 31 March 2015 to the meeting.

2. Resolution 2

This resolution relates to the appointment of Chapman Davis LLP as the Company's auditors and the authority of the Directors to fix their remuneration.

3. Resolution 3 and 4

These resolutions concern the re-appointment of Grant Roberts and Nilesh Jagatia as Directors of the Company in accordance with the Company's articles of association. 

5. Resolution 5 - Authority to Allot Shares

This resolution relates to the authority of the Directors to allot shares. Under section 551 of the Act, the Directors of a Company may allot shares if authorised to do so by shareholder resolution. Resolution 5, if passed, will provide the Directors' flexibility to act in the best interests of shareholders, when opportunities arise, by issuing new shares. Resolution 5 will, if passed, permit the Directors to exercise all powers of the Company to allot shares in the Company or to grant rights to subscribe for, or to convert any security into, shares in the Company up to an aggregate nominal amount of £56,000. The authority will expire on the earlier of 30 April 2017 and the conclusion of the next Annual General Meeting of the Company unless renewed, varied or revoked at a General Meeting of the Company in the intervening period.

6. Resolution 6 - Disapplication of Pre-Emption Rights

This resolution relates to the disapplication of pre-emption rights and is a special resolution. If equity securities are to be allotted for cash pursuant to the authority proposed to be given by resolution 5, section 561(1) of the Act requires that those securities are offered first to existing shareholders in proportion to the number they each hold at that time and otherwise in accordance with the technical requirements of the Act. There may be circumstances, however, when it is in the interests of the Company to be able to allot new equity securities or sell shares held in treasury for cash without first offering them to existing shareholders or otherwise than strictly in compliance with those requirements, for example to finance business opportunities. The authority proposed to be given by resolution 6 will allow the Directors to allot equity securities for cash without first offering them to existing shareholders in accordance with the Act, but limits such allotments:

(i) to those made in connection with a rights issue or other pre-emptive offer to shareholders (subject to the Directors' ability to make arrangements to deal with certain legal or practical problems arising in connection with such an offer); and

(ii) otherwise to a maximum aggregate nominal value of £56,000.

Notes

1. A member who is entitled to attend, speak and vote may appoint a proxy to attend, speak and vote instead of him. A proxy need not also be a member of the Company but must attend the AGM in order to represent you. A member may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares (so a member must have more than one share to be able to appoint more than one proxy). A form of proxy is enclosed. The notes to the form of proxy include instructions on how to appoint the Chairman of the AGM or another person as proxy. To be effective the form must reach the Company's Registrars, Share Registrars, Suite E, First Floor, 9 Lion & Lamb Yard, Farnham, Surrey, GU9 7LL, by 11:00 a.m. on 17 December 2015.

2. If you wish to attend the AGM in person, you should make sure that you arrive at the venue for the AGM in good time before the commencement of the meeting. You may be asked to provide proof of your identity in order to gain admission.

3. Copies of the Executive Directors' service contracts with the Company and any of its subsidiary undertakings and letters of appointment of the Non-Executive Directors are available for inspection at the registered office of the Company during the usual business hours on any weekday (Saturday, Sunday or public holidays excluded) from the date of this notice until the conclusion of the AGM.

4. Pursuant to regulation 41 of the Uncertificated Securities Regulations 2001, the Company specifies that only those persons registered in the register of members of the Company at 6.00 p.m. on 17 December 2015 (or if the AGM is adjourned, 48 hours (excluding, in the calculation of such time period, any part of a day that is not a working day) before the time fixed for the adjourned AGM) shall be entitled to attend and vote at the AGM in respect of the number of shares registered in their name at that time. Any changes to the register of members after such time shall be disregarded in determining the rights of any person to attend or vote at the AGM.

5. As at 25 November 2015 (being the latest practicable date prior to publication of this document) the Company's issued share capital consists of 560,226,886 ordinary shares, carrying one vote each. Therefore, the total voting rights in the Company as at 25 November 2015 are 560,226,886.

6. Completion and return of a form of proxy does not preclude a member from attending and voting at the AGM or at any adjournment thereof in person.

7. In the case of joint holders, the signature of only one of the joint holders is required on the form of proxy but the vote of the first named on the register of members will be accepted to the exclusion of the other joint holders.

8. A member that is a company or other organisation not having a physical presence cannot attend in person but can appoint someone to represent it. This can be done in one of two ways: either by the appointment of a proxy (described in Note 1 above) or of a corporate representative. Members considering the appointment of a corporate representative should check their own legal position, the Company's articles of association and the relevant provisions of the Companies Act 2006.