2009 Annual General Meeting & Proxy Voting Totals

 
Proxy Voting Totals Report 2009

 
List of Resolutions

1.  To receive the company’s annual financial statements for the financial year ended 31 December 2008, 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 Ernst & Young 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 2008 of 1.5p per ordinary share.

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

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

Special Business

To consider and, if thought fit, pass the following Resolutions which will be proposed in the case of Resolutions 6 and 8 as Ordinary Resolutions and in the case of Resolutions 7, 9 and 10 as Special Resolutions:

6. To approve the directors’ remuneration report in accordance with section 241a of the Companies Act 1985.

7. That the company be generally and unconditionally authorised to make one or more market purchases (within the meaning of section 163(3) of the Companies Act 1985) 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 9,462,339 (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.

8. That in substitution for all existing authorities the authority conferred on the directors by article 4(B) of the company’s Articles of Association be renewed for the period expiring 15 months after the date of the passing of this Resolution and for that period the ”section 80 amount” is £649,437. The company may, before the expiry of this authority, make an offer or agreement which would or might require equity or other relevant securities to be allotted after the expiry of this authority and the directors may allot equity or other relevant securities in pursuance of that offer or agreement as if the power conferred by this Resolution had not expired.

9. That subject to the passing of Resolution 8, the power conferred on the directors by article 4(C) of the company’s Articles of Association be renewed for the period expiring 15 months after the date of the passing of this Resolution and for that period the ”section 89 amount” is £317,528. The company may, before the expiry of this authority, make an offer or agreement which would or might require equity or other relevant securities to be allotted after the expiry of this authority and the directors may allot equity or other relevant securities in pursuance of that offer or agreement as if the power conferred by this Resolution had not expired.

10. That with effect from (and including) 1 October 2009, new Articles of Association of the company in the form presented at the meeting and initialled on the front page by an existing director be hereby adopted in substitution for and to the exclusion of all other Articles of Association of the company.