2009 AGM Proxy Vote | 2009 AGM Resolutions

Notice of AGM for 2009

• View the Notice of AGM for 2009 including a venue map

This year’s Annual General Meeting will be held at 2.30 p.m. on Tuesday, 19 May 2009 at the offices of Financial Dynamics, Holborn Gate, 26 Southampton Buildings, London WC2A 1PB.

You will be asked to consider and pass the resolutions below. Resolutions 12, 13 and 14 will be proposed as special resolutions. All other resolutions will be proposed as ordinary resolutions.

Ordinary resolutions

1. That the audited accounts, and the auditors’ report thereon, and the directors’ report for the year ended 31 December 2008 be adopted.
2. That the Remuneration Committee’s report for the year ended 31 December 2008 be approved.
3. That a final dividend of 10.9 pence per ordinary share for the year ended 31 December 2008 be declared and paid on 22 May 2009 to all ordinary shareholders who were on the register of members on 24 April 2009.
4. That Will Wyatt be re-appointed as a director of the Company.
5. That Simon Beresford-Wylie be re-appointed a director of the Company.
6. That Richard Cotton be re-appointed as a director of the Company.
7. That Stephen Bird be re-appointed as a director of the Company.
8. That KPMG Audit Plc be re-appointed as auditors of the Company, to hold office until the conclusion of the next general meeting at which accounts are laid before the Company and that the directors be authorised to determine their remuneration.
9. That the authorised share capital of the Company be increased from £13,000,000 to £20,000,000 by the creation of 35,000,000 new ordinary shares of 20 pence each ranking equally in all respects with the existing ordinary share capital of the Company.
10. That the Company and all companies that are its subsidiaries at any time during the period for which this resolution is effective are authorised, in aggregate, to:
    1. make political donations to political parties and/or independent election candidates not exceeding £60,000 in total;
    2. make political donations to political organisations other than political parties not exceeding £60,000 in total; and

    3. incur political expenditure not exceeding £60,000 in total during the period beginning with the date of the passing of this resolution up to and including the conclusion of the Annual General Meeting to be held in 2013 or 18 May 2013, whichever is the earlier.

       The authorised sums referred to in paragraphs (a), (b) and may be comprised of one or more amounts in different currencies which, for the purposes of calculating the said sum, shall be converted into pounds sterling at the exchange rate published in the London edition of the Financial Times on the day on which the relevant donation is made or expenditure incurred (or the first business day thereafter) or, if earlier, on the day on which the relevant company enters into any contract or undertaking relating to the same. Any terms which are defined in Part 14 of the Companies Act 2006 shall bear the same meaning when used in this resolution.

11. That the directors be and they are hereby generally and unconditionally authorised to exercise all powers of the Company to allot relevant securities (within the meaning of section 80 of the Companies Act 1985):
    1. up to an aggregate nominal amount of £2,828,777
    2. comprising equity securities (as defined in the Companies Act 1985) up to a nominal amount of £5,657,554 (after deducting from such limit any relevant securities issued under paragraph (a) above) in connection with an offer by way of a rights issue to:
       1. ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
       2. holders of other equity securities as required by the rights of those securities or as the directors otherwise consider necessary,
       and so that the directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, regulatory or practical problems in, or laws of, any territory or any other matter,
    such authorities to apply at any time or times before the conclusion of the Company’s next Annual General Meeting, or if earlier, on 19 August 2010 (unless previously revoked or varied by the Company in a general meeting) save that the Company may before such expiry make an offer or agreement which would or might require relevant securities to be allotted after such expiry and the directors may allot relevant securities in pursuance of such an offer or agreement as if the authority conferred hereby had not expired.

Special Resolutions

7. That, subject to the approval of resolution 11 above, the directors be given power to allot equity securities (as defined in the Companies Act 1985) for cash under the authority given by that resolution and/or where the allotment is treated as an allotment of equity securities under section 94(3A) of the Companies Act 1985, free of the restriction in section 89(1) of the Companies Act 1985, such power limited to:
   1. to the allotment of equity securities in connection with an offer of equity securities (but in the case of an authority granted under paragraph (b) of resolution 11 above, by way of a rights issue only) to:
      1. ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
      2. holders of other equity securities as required by the rights of those securities or as the directors otherwise consider necessary,
      and so that the directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter; and
   2. in the case of the authority granted under paragraph (a) of resolution 11 and/or in the case of any transfer of treasury shares which is treated as an allotment of equity securities under section 94(3A) of the Companies Act 1985 to the allotment and sale (otherwise than pursuant to paragraph (a) above) of equity securities up to an aggregate nominal amount of £424,316.
   and such power shall expire at the conclusion of the next annual general meeting or, if earlier, on 19 August 2010 (unless previously revoked or varied by the Company in a general meeting) save that the Company may, before such expiry, make an offer or agreement which 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 and sell treasury shares in pursuance of such offer or agreement as if the power conferred hereby had not expired.
8. That the Company be and is hereby generally and unconditionally authorised to make market purchases (within the meaning of section 163(3) of the Companies Act 1985) of ordinary shares of 20 pence each in the Company provided that:
   1. the maximum aggregate number of ordinary shares hereby authorised to be purchased is 2,121,583;
   2. the minimum price which may be paid for each ordinary share is 20 pence (exclusive of expenses);
   3. the maximum price (exclusive of expenses) which may be paid for such an ordinary share is an amount equal to 105% of the average middle market quotations for an ordinary share in the Company as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the ordinary share is contracted to be purchased;
   4. the authority hereby conferred shall expire at the conclusion of the next annual general meeting after the date on which this resolution is passed or, if earlier, on 19 August 2010; and
   5. under the authority hereby conferred the Company may make a contract or contracts to purchase ordinary shares prior to the expiry of such authority which will or may be executed wholly or partly after the expiry of such authority and may make a purchase of ordinary shares in pursuance of any such contract or contracts.
9. That a general meeting other than an annual general meeting may be called on not less than 14 clear days’ notice.

By order of the Board

J M Bolton
Company Secretary

8 April 2009

Registered Office:

William Vinten Building
73 Western Way
Bury St. Edmunds
Suffolk
IP33 3TB

Registered in England and Wales No.227691

Notes

1. Members are entitled to appoint a proxy to exercise all or any of their rights to attend and to speak and vote on their behalf at the meeting. A shareholder may appoint more than one proxy in relation to the Annual General Meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder. A proxy need not be a shareholder of the Company. A proxy form which may be used to make such appointment and give proxy instructions accompanies this notice. If you do not have a proxy form and believe that you should have one, or if you require additional forms, please contact Capita Registrars on 0871 664 0300 (UK only) or +44 (0)20 8639 2157 (Overseas only).
2. To be valid any proxy form or other instrument appointing a proxy must be received by post,(during normal business hours only) by hand at Capita Registrars, Proxy Dept, 34 Beckenham Road, Beckenham, Kent BR3 4TU or electronically at www.capitashareportal.com no later than 2.30 p.m. on 17 May 2009.
3. The return of a completed proxy form, other such instrument or any CREST Proxy Instruction (as described in paragraph 9 below) will not prevent a shareholder attending the Annual General Meeting and voting in person if he/she wishes to do so.
4. Any person to whom this notice is sent who is a person nominated under section 146 of the Companies Act 2006 to enjoy information rights (a “Nominated Person”) may, under an agreement between him/her and the shareholder by whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the Annual General Meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights.
5. The statement of the rights of shareholders in relation to the appointment of proxies in paragraphs 1 and 2 above does not apply to Nominated Persons. The rights described in these paragraphs can only be exercised by shareholders of the Company.
6. In accordance with Regulation 41 of the Uncertificated Securities Act 2001, to be entitled to attend and vote at the Annual General Meeting (and for the purpose of the determination by the Company of the votes they may cast), shareholders must be registered in the Register of Members of the Company by 6.00 p.m. on Sunday 17 May 2009 (or, in the event of any adjournment, by 6.00 p.m. on the date which is two days before the time of the adjourned meeting). Changes to the Register of Members after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the meeting.
7. As at 7 April 2009 (being the last business day prior to the publication of this Notice) the Company’s issued share capital consists of 42,521,107 ordinary shares, carrying one vote each. Therefore, the total voting rights in the Company as at 7 April 2009 are 42,521,107.
8. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so by using the procedures described in the CREST Manual. CREST Personal Members or other CREST sponsored members, and those CREST members who have a service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
9. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a “CREST Proxy Instruction”) must be properly authenticated in accordance with Euroclear UK and Ireland Limited’s specifications, and must contain the information required for such instruction, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer’s agent (ID RA10) by 2.30 p.m. on Sunday, 17 May 2009. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Application Host) from which the issuer’s agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
10. CREST members and, where applicable, their CREST sponsors, or voting service providers should note that CRESTCo does not make available special procedures in CREST for any particular message. Normal system timings and limitations will, therefore, apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member, or sponsored member, or has appointed a voting service provider, to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting system providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
11. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
12. Shareholders should note that it is possible that, pursuant to requests made by shareholders of the Company under section 527 of the Companies Act 2006, the Company may be required to publish on a website a statement setting out any matter relating to: (i) the audit of the Company’s accounts (including the auditor’s report and the conduct of the audit) that are to be laid before the Annual General Meeting; or (ii) any circumstance connected with an auditor of the Company ceasing to hold office since the previous meeting at which annual accounts and reports were laid in accordance with section 437 of the Companies Act 2006. The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with sections 527 or 528 of the Companies Act 2006. Where the Company is required to place a statement on a website under section 527 of the Companies Act 2006, it must forward the statement to the Company’s auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the Annual General Meeting includes any statement that the Company has been required under section 527 of the Companies Act 2006 to publish on a website.
13. In order to facilitate voting by corporate representatives at the meeting, arrangements will be put in place at the meeting so that (i) if a corporate shareholder has appointed the chairman of the meeting as its corporate representative with instructions to vote on a poll in accordance with the directions of all of the other corporate representatives for that shareholder at the meeting, then on a poll those corporate representatives will give voting directions to the chairman and the chairman will vote (or withhold a vote) as corporate representative in accordance with those directions; and (ii) if more than one corporate representative for the same corporate shareholder attends the meeting but the corporate shareholder has not appointed the chairman of the meeting as its corporate representative, a designated corporate representative will be nominated, from those corporate representatives who attend, who will vote on a poll and the other corporate representatives will give voting directions to that designated corporate representative. Corporate shareholders are referred to the guidance issued by the Institute of Chartered Secretaries and Administrators on proxies and corporate representatives (www.icsa.org.uk) for further details of this procedure. The guidance includes a sample form of representation letter if the chairman is being appointed as described in (i) above.
14. Inspection of documents. The following documents will be available for inspection at the Company’s registered office situated at William Vinten Building, Western Way, Bury St Edmunds, Suffolk IP33 3TB during normal business hours on each business day from the date of this notice up to the date of the Annual General Meeting and at the offices of Financial Dynamics, Holborn Gate, 26 Southampton Buildings, London WC2A 1PB from 30 minutes before the Annual General Meeting until it ends:
    • Copies of the executive directors’ service contracts; and
    • Copies of letters of appointment of the non-executive
    directors (including Chairman).

2009 AGM Notice | 2009 AGM Resolutions

2009 AGM Proxy Vote

Prepared using final proxy figures on 19 May 2009