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AGM Notice
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS GIVEN that the Annual General Meeting of Sutherland Health Group Plc will be held at the offices of Clydesdale Bank at Great Western Room, Ground Floor, The Podium, 3, Sheldon Square, Paddington, London, W2 6HY on Monday 27th September 2010 at 11.30am 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 2010 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 Mr Frederick John French who retires as a Director in accordance with the Company's Articles of Association.
4. To re-elect Mr George Mitchell Sutherland who retires as a Director in accordance with the Company's Articles of Association.
5. To authorise the Directors to issue within one month share options to subscribe for an aggregate of 1,866,760 Ordinary shares in the capital of the Company on the basis of an exercise price of 5 pence per Ordinary share, the exercise period for the options being from the date of issue until 28th October 2014, such options to be issued to the present holders of options under the existing EMI Share Option Scheme and the Unapproved Share Option Scheme to replace their options under those schemes.
6. That, in substitution for any existing authority conferred on them under section 80 of the Companies Act 1985 or otherwise, but without prejudice to the exercise of any such authority prior to the date hereof, the Directors be generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006 to exercise all the powers of the Company to allot shares in the Company and to grant rights to subscribe for, or to convert any security into, shares in the Company ("Rights") up to an aggregate nominal amount of £300,000 during the period from the date of this resolution to the 31st December 2012 or the date of the next Annual General Meeting held by the Company following the passing of this resolution save that the Company may make offer(s) or enter into any agreement(s) before the expiry of this authority which would or might require shares to be allotted or Rights to be granted after such expiry and the Directors may allot shares and grant Rights pursuant to any such offers or agreements notwithstanding that this authority has not expired; and all unexercised authorities previously granted to the Directors to allot shares and grant Rights be and are hereby revoked.
SPECIAL RESOLUTION
7.
That in substitution for any existing power under section 95 of the Companies Act 1985 or otherwise, but without prejudice to the exercise of any such power prior to the date hereof, and subject to the passing of Resolution 6 set out above, the Directors are generally and unconditionally empowered in accordance with section 570 and section 573 of the Companies Act 2006 to allot equity securities, within the meaning of section 560 of that Act, for cash pursuant to the authority conferred by Resolution 6 above, as if section 561 of that Act did not apply to any such allotment, provided that this power shall be limited to:
7.1 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;
7.2 to the allotment (otherwise than pursuant to resolution 7.1) of equity securities up to an aggregate nominal value of £300,000;
7.3 and shall expire on 31st December 2012, 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 August 2010
Stephen J Coke
Secretary
Registered Office:-
Unit 1 Rivermead,
Piper’s Way,
Thatcham,
Berkshire,
RG19 4EP
NOTES:
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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 Un-certificated Securities Regulations 2001, specifies that only those shareholders registered in the register of members of the Company as at the close of business on 24th September 2010 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 11-30 am on the day of the meeting until its conclusion.
Directions to Clydesdale Bank
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