2010 Annual General Meeting & Proxy Voting Totals

 
Proxy Voting Totals Report 2010

 
List of Resolutions

Ordinary Business

To consider and, if thought fit, pass the following Resolutions which will be proposed as Ordinary Resolutions:

1. To receive the company’s annual financial statements for the financial year ended 31 December 2009, together with the directors’ report, the directors’ remuneration report, the independent auditor’s report on the auditable part of the directors’ remuneration report and the independent auditor’s report on those financial statements.

2. To reappoint Deloitte LLP as auditor to hold office from the conclusion of this meeting until the conclusion of the next general meeting of the company at which financial statements are laid and to authorise the directors to fix their remuneration.

3. To declare a final dividend for the financial year ended 31 December 2009 of 1.5p per ordinary share.

4. To reappoint as a director in accordance with the company’s Articles of Association Ian Dinwoodie, who is retiring by rotation.

5. To reappoint as a director in accordance with the company’s Articles of Association Greg Lockett who is retiring by rotation.

6. To reappoint Robin Williams as a director who offers himself for reappointment at the first Annual General Meeting after his appointment to the Board.

Special Business

To consider and, if thought fit, pass the following Resolutions which will be proposed in the case of Resolutions 7 and 9 as Ordinary Resolutions and in the case of Resolutions 8 and 10 as Special Resolutions:

7. To approve the directors’ remuneration report in accordance with section 439 of the Companies Act 2006.

8. That the company be generally and unconditionally authorised for the purposes of section 701 of the Companies Act to make one or more market purchases (within the meaning of section 693(4) of the Companies Act 2006) of ordinary shares of 10p in the capital of the company (ordinary shares) provided that:

• the maximum aggregate number of ordinary shares authorised to be purchased is 9,462,406 (representing 14.9% of the issued ordinary share capital);
• the minimum price which may be paid for an ordinary share is the par value of the shares;
• the maximum price which may be paid for an ordinary share is an amount equal to 105% of the average of the middle market quotations for an ordinary share as derived from The London Stock Exchange Daily Official List for the five business days immediately preceding the day on which that ordinary share is purchased;
• this authority expires at the conclusion of the next Annual General Meeting of the company or within 15 months from the date of the passing of this Resolution whichever is earlier; and • the company may make a contract to purchase ordinary shares under this authority before the expiry of the authority which will or may be executed wholly or partly after the expiry of the authority, and may make a purchase of ordinary shares in pursuance of any such contract.

9. That, in substitution for all existing authorities, including the authority conferred on the directors by Article 4 (B) of the Company’s Articles of Association, in accordance with section 551 of the Companies Act 2006 (the Act) the directors be and they are generally and unconditionally authorised to exercise all powers of the company to allot equity securities (within the meaning of section 560 of the Act):

(a) up to an aggregate nominal amount of £635,061; and

(b) up to an aggregate nominal amount of £635,061 in connection with a rights issue (as defined in the Listing Rules issued by the Financial Services Authority pursuant to Part VI of the Financial Services and Markets Act 2000), to holders of equity securities, in proportion to their respective entitlements to such equity securities, but subject to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates, legal or practical problems in or under the laws of any territory or the requirements of any regulatory body or stock exchange,

provided that this authority shall expire on the conclusion of the company’s Annual General Meeting in 2011 save that the company may before such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry and the directors may allot such equity securities in pursuance of such an offer or agreement as if the authority conferred by this resolution had not expired.

10. Subject to the passing of Resolution 9 above of the notice of meeting of which this resolution forms part, that, in substitution for all existing authorities, including the authority conferred on the directors by article 4 (c) of the Company’s Articles of Association, the directors be and they are empowered pursuant to section 570 of the Companies Act 2006 (the “Act”) to allot equity securities (within the meaning of section 560 of the Act):

(a) pursuant to the authority conferred by Resolution 9(a) of the notice of meeting of which this resolution forms part, as if section 561 of the Act did not apply to any such allotment, provided that this power shall be limited to:

(i) the allotment of equity securities for cash in connection with any rights issue or other issue or offer by way of rights (including, without limitation, under an open offer or similar arrangement) to holders of equity securities, in proportion to their respective entitlements to such equity securities, but subject to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates, legal or practical problems in or under the laws of any territory or the requirements of any regulatory body or stock exchange; and

(ii) the allotment of equity securities (otherwise than pursuant to sub-paragraph (i) above) up to an aggregate nominal value of £317,530; and

(b) pursuant to authority conferred by Resolution 9(b) of the notice of which this resolution forms part, as if section 561 of the Act did not apply to any such allotment, provided that this power shall be limited to the allotment of equity securities in connection with a rights issue (as defined in the Listing Rules issued by the Financial Services Authority pursuant to Part VI of the Financial Services and Markets Act 2000) to holders of equity securities, in proportion to their respective entitlements to such equity securities, but subject to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates, legal or practical problems in or under the laws of any territory or the requirements of any regulatory body or stock exchange,

provided that this power shall expire on the conclusion of the company’s Annual General Meeting in 2011 save that the company may before such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry and the board may allot equity securities in pursuance of such an offer or agreement as of the power conferred by this resolution had not expired.

11. That the Company’s Articles of Association be amended by deleting Article 3 of the Company’s Articles of Association.