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THAT, in addition to any power conferred on them by
resolution 11 above, and in substitution for any existing
power and without prejudice to the exercise of any such
power prior to the date hereof, the Directors of the Company
be and they are hereby generally empowered, pursuant
to Section 570 of the Companies Act 2006 (the Act), to sell
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immediately before the sale, such shares are held by the
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Act (treasury shares), for cash as if Section 561(1) of the Act
did not apply to any such sale of treasury shares, provided
that this power shall be limited to the sale of relevant shares
up to an aggregate nominal value of £10,718,917 being
approximately 10% of the nominal value of the aggregate
nominal issued share capital of the Company, as at 8 March
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aggregate nominal value of issued share capital (excluding
treasury shares) at the date of passing the resolution and
provided further that the number of relevant shares to
which this power applies shall be reduced from time to time
by the number of shares which are allotted for cash as if
Section 561(1) of the Act did not apply pursuant to the power
conferred on the Directors by resolution 11 above, and such
power shall expire at the conclusion of the next Annual
General Meeting of the Company after the passing of this
resolution or on the expiry of 15 months from the date of
the passing of this resolution, whichever is the earlier, unless
previously revoked, varied or renewed by the Company in
general meeting save that the Company may, before such
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require treasury shares to be sold and the Directors of the
Company may sell treasury shares in pursuance of any such
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expired.
Resolution 13 – Authority to buy back shares – Proposal that
the Company takes powers to buy back up to 14.99% of the
Company’s issued ordinary shares
THAT, in substitution for any existing authority but without
prejudice to the exercise of any such authority prior to the
date hereof, the Company be and is hereby generally and
unconditionally authorised, pursuant to and in accordance
with Section 701 of the Companies Act 2006 (the Act), to
make market purchases (within the meaning of Section
693(4) of the Act) of fully paid Ordinary shares of 2.5p each in
the capital of the Company, provided that:
(a) the maximum aggregate number of Ordinary Shares
hereby authorised to be purchased is 64,270,626;
(b) the minimum price (excluding expenses) which may be
paid for an Ordinary Share is 2.5p;
c) the maximum price (excluding expenses) which may be
paid for each Ordinary Share shall not be more than the
higher of:
(i) 5% above the average closing price on the London Stock
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days immediately preceding the date of purchase: and
(ii) the higher of the last independent trade and the highest
current independent bid on the London Stock Exchange;
and
(d) unless previously varied, revoked or renewed by the
Company in a general meeting, the authority hereby
conferred shall expire at the conclusion of the Company’s
next Annual General Meeting or on the expiry of 15
months from the passing of this resolution, whichever
is the earlier, save that the Company may, prior to such
expiry, enter into a contract to purchase Ordinary Shares
under such authority which will or might be completed
or executed wholly or partly after the expiration of such
authority and may make a purchase of Ordinary Shares
pursuant to any such contract.
Resolution 14 – Allotment of shares – Second authority for
the directors’ to allot new shares of the Company.
THAT, in addition to the authority sought under resolution
11 for any existing authority, but without prejudice to the
exercise of any such authority prior to the date hereof, the
Directors of the Company be and they are hereby generally
and unconditionally authorised in accordance with Section
551 of the Companies Act 2006 (the Act) to exercise all the
powers of the Company to allot shares in the Company
provided that such authority shall be limited to shares with an
aggregate nominal value of up to £10,718,917 (42,875,668
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10% of the aggregate nominal value of issued share capital
(excluding treasury shares) at the date of passing the
resolution, such authority to expire at the conclusion of the
next Annual General Meeting of the Company after the
passing of this resolution or on the expiry of 15 months from
the passing of this resolution, whichever is the earlier, unless
previously revoked, varied or extended by the Company in
a general meeting, save that the Company may at any time
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into an agreement which would or might require shares to be
allotted after the expiry of such authority and the Directors
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or agreement as if such authority had not expired.
Resolution 15 – Disapplication of pre-emption rights –
Second authority for the renewal of the authority to allot
up to 10% of the ordinary shares of the Company for cash
without first offering them to existing shareholders.
THAT, subject to the passing of resolutions 10 and 14 above,
and in substitution for any existing power but in addition to
any power conferred on them by resolution 16 below and
without prejudice to the exercise of any such power prior to
the date hereof, the Directors of the Company be and they
are hereby generally empowered, pursuant to Section 570
of the Companies Act 2006 (the Act), to allot equity securities
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authorities given by resolutions 10 and 14 above as if Section
561(1) of the Act did not apply to any such allotment of
equity securities, provided that this power shall be limited to
the allotment of equity securities:
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holders of shares in the Company and other persons
entitled to participate therein in proportion (as nearly as
practicable) to their respective holdings, subject to such
exclusions or other arrangements as the Directors may
consider necessary or expedient to deal with fractional
entitlements or legal or practical problems under the
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