NOTICE OF ANNUAL GENERAL MEETING
Explanatory notes on resolutions 5, 6, 7, 8 and 9 Resolution 5 – authority to allot shares
Resolution 5, an ordinary resolution, as set out in the Notice of Annual General Meeting, will be proposed which seeks to renew for a further year the Directors’ general authority to allot shares given at last year’s annual general meeting and to grant rights to subscribe for or to convert any security into shares in the Company. If passed, this new authority would give the Directors the authority to allot shares and to grant rights to subscribe for or to convert any security into shares in the Company with an aggregate nominal value of up to £3,822,870.75 comprising 76,457,415 ordinary shares (representing approximately 62% of the current issued ordinary share capital of the Company). Your Directors believe that the authority which this resolution would give them to allot ordinary shares without further recourse to shareholders in a general meeting would be in the best interests of the Company and its shareholders as a whole. The Directors have no present intention of issuing any part of the authorised but unissued ordinary share capital of the Company. This authority will expire at the conclusion of the next annual general meeting or, if earlier, 15 months from the date of the passing of the resolution.
Resolution 6 – disapplication of pre-emption rights
A special resolution, resolution 6, as set out in the Notice of Annual General Meeting, will be proposed and seeks to renew an authority granted at last year’s annual general meeting but in a form updated to reflect the recently implemented relevant provisions of the 2006 Act. It gives the Directors authority to allot ordinary shares for cash without first offering them to existing shareholders in proportion to their existing shareholdings. If this resolution is passed, your Directors will be authorised to issue up to 76,457,415 ordinary shares (representing approximately 62% of the current issued ordinary share capital of the Company) without being obliged to offer existing shareholders the opportunity to subscribe for all or some of those ordinary shares. In particular, your Directors will have discretion to allot and issue those ordinary shares to such persons (who may include some but not all of the Company’s existing shareholders) and at such prices and on such other terms as the Directors in their absolute discretion may determine. Your Directors believe that the Company needs to be in a position to issue ordinary shares for cash on such terms as your Directors may from time to time believe to be in the best interests of the Company without being required to seek consent for such an issue from the Company’s shareholders in general meeting. Accordingly, your Directors believe the flexibility which this resolution would grant them to be in the best interests of the Company and its shareholders as a whole. This authority will expire at the conclusion of the next annual general meeting or, if earlier, 15 months from the date of the passing of the resolution.
Resolutions 7 and 8 – purchase of own shares by the Company
This resolution seeks to renew the authority of the Company to purchase its own ordinary shares and preference shares because the Directors believe it is in the best interests of the Company to retain the flexibility to return cash to shareholders. It is important to note that the Directors have no immediate intention of exercising this authority and would only do so after considering the effect of doing so on net assets and/or earnings per ordinary share and the interests of shareholders generally. In addition, the Directors will only exercise this authority if at the time such exercise is contemplated they are satisfied that the Company has sufficient cash resources and distributable reserves. Resolution 7 seeks authority for the Company to purchase up to 18,519,033 ordinary shares in the market representing 14.99% of the current outstanding issued ordinary share capital of the Company. The Compa