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AGM Notice
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS GIVEN that the Annual General Meeting of Sexual Health Group Plc will be held at the offices of Irwin Mitchell solicitors at 150 Holborn, London, EC1N 2NS on Thursday 25th October 2007 at 10 am when the following business will be considered as ordinary and special resolutions as indicated:
ORDINARY RESOLUTIONS
1. To receive the report of the Directors and the financial statements of the Company for the period ended on 31 March 2007 together with the related auditors’ report.
2. To re-appoint James Cowper 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 to authorise the Directors to agree their remuneration.
3. To re-elect Miss S Sukumaran who retires as a Director in accordance with the Company’s Articles of Association.
4. In substitution for all existing authorities, to authorise the Board generally and unconditionally to exercise all powers of the Company to allot relevant securities (within the meaning of Section 80 of the Companies Act 1985) up to an aggregate nominal amount of £60,000 provided that this authority shall expire on 24th October 2012, or on the date of the next Annual General Meeting of the Company after the passing of this resolution (whichever is earlier).
SPECIAL RESOLUTION
5. In substitution for all existing authorities, the Board is empowered pursuant to Section 95 of the Companies Act 1985 to allot equity securities (within the meaning of Section 94 of that Act) for cash pursuant to the authority conferred by resolution 4 as if Section 89(1) of that Act did not apply to any such allotment, provided that this power shall be limited:
5.1 to the allotment of equity securities in connection with the rights issue in favour of Ordinary shareholders where the equity securities respectively attributable to the interests of all Ordinary shareholders are proportionate (as nearly as may be) to the respective numbers of Ordinary shares held by them subject to such exclusions or other arrangements as the Directors may deem expedient to deal with fractional entitlements or legal or practical problems arising; and
5.2 to the allotment (otherwise than pursuant to resolution 5.1) of equity securities up to an aggregate nominal value of £60,000 |
and shall expire on 24 January 2009, or on the date of the next Annual General Meeting of the Company after passing this resolution (whichever is earlier), 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 if this power had not expired.
By Order of the Board 24th September 2007
DJ Bretel
Secretary
Registered Office:-
Unit 1 Rivermead,
Piper’s Way,
Thatcham,
Berkshire,
RG19 4EP
NOTES:
- Any member entitled to attend and vote at the above meeting is entitled to appoint one or more proxies to attend and vote on a poll in his place. A proxy need not be a member of the Company. A form to appoint a proxy is enclosed.
- The Company, pursuant to Regulation 41 of The Uncertificated Securities Regulations 2001, specifies that only those shareholders registered in the register of members of the Company as at the close of business on 23 October 2007 will be entitled to attend and vote at the meeting in respect of the number of shares registered in their respective names at that time. Changes to entries in the register of members after such time shall be disregarded in determining the rights of any person to attend or vote at the meeting.
- To be valid, proxies should be correctly completed and received by the Company’s registrars, Neville Registrars Limited, at Neville House, 18 Laurel Lane, Halesowen, West Midlands, B63 3DA not later than 48 hours before the commencement of the meeting. Completing and returning a proxy form will not prevent a member from attending and voting at the meeting in person if he so wishes.
- Copies of the contracts under which the directors provide services to the Company will be available for inspection during normal business hours at the Company’s registered office from the date of this notice and will also be available at the venue of the meeting from 9-00 am on the day of the meeting until its conclusion.
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