16th Nov 2007 10:28
Helphire Group PLC16 November 2007 Company No: 3120010 Public company limited by shares. Resolutions of Helphire Group plc (passed 15th NOVEMBER 2007) At the Annual General Meeting of the above named company, duly convened and heldat The Holiday Inn Hotel, Lower Bristol Road, Bath on Thursday 15th November2007 at 11.00 a.m. the following Resolutions were passed as to Resolutions 1 to8 (inclusive) and 10 as Ordinary Resolutions and as to Resolutions 9 and 11 as aSpecial Resolution; RESOLUTIONS Resolution 1 To receive and adopt the financial statements for the financial year ended 30thJune 2007 and receive the Directors' and Auditors' reports. Resolution 2 To declare a final dividend of 5.8 pence per ordinary share. Resolution 3 To re-elect Peter Holding as a Director. Resolution 4 To re-elect Roger Taylor as a Director. Resolution 5 To elect David Paige as a Director. Resolution 6 To re-appoint Deloitte & Touche as Auditors to the Company until the conclusionof the next general meeting of the Company at which accounts are laid and toauthorise the Directors to fix their remuneration. Resolution 7 To approve the directors' remuneration report for the financial year ended 30thJune 2007. Resolution 8 That the Directors be and they are hereby generally and unconditionallyauthorised pursuant to Section 80 of the Companies Act 1985 to allot relevantsecurities (as defined in that section) up to an aggregate nominal value of£2,280,685 to such persons at such times and on such terms as they think propersuch authority to expire at the conclusion of the Annual General Meeting of theCompany to be held in 2008 save that the Company may prior to the expiry of suchperiod make an offer or agreement which would or might require relevantsecurities to be allotted after the expiry of the said period and the Directorsmay allot relevant securities in pursuance of such offer or agreementnotwithstanding the expiry of the authority given by this resolution. Resolution 9 That in substitution for all existing authorities granted by the Company inGeneral Meeting pursuant to Section 95 of the Companies Act 1985 ("the Act") butwithout prejudice to any allotments of or agreements to allot equity securitiespursuant to such authorities prior to the date hereof, the Directors be and areempowered in accordance with Section 95 of the Act to allot equity securities(as defined in Section 94 of the Act) for cash pursuant to the authorityconferred on them to allot relevant securities (as defined in Section 80 of theAct) by resolution 7 set out in the notice convening this Meeting or otherwiseas if sub-section (1) of Section 89 and sub-sections (1) - (6) of Section 90 ofthe Act do not apply to any such allotment provided that the power conferred bythis resolution shall be limited to:- (a) an issue or offering by way of rights (including without limitation under arights issue, open offer or similar arrangement) in favour of holders of equitysecurities and any other persons entitled to participate in such issue oroffering where the equity securities respectively attributable to the interestsof such holders and persons are proportionate (as nearly as may be) to therespective numbers of equity securities held by or deemed to be held by them onthe record date of such allotment subject only to such exclusions or otherarrangements as the Directors may consider necessary or expedient to deal withfractional entitlements or legal or practical problems under the laws orrequirements of any recognised regulatory body in any territory; and (b) the allotment (otherwise than pursuant to sub-paragraph (a) above) of equitysecurities up to an aggregate nominal value not exceeding £345,558 and this power, unless renewed, shall expire at the end of the Annual GeneralMeeting of the Company to be held in 2008 but shall extend to the making, beforesuch expiry, of an offer or agreement which would or might require equitysecurities to be allotted after such expiry and the Directors may allot equitysecurities in pursuance of such offer or agreement as if the authority conferredhereby had not expired. Resolution 10 That the directors may utilise part of the authority and power granted pursuantto Resolution 8 and paragraph (b) of Resolution 9 to allot equity securities atpar value not exceeding £69,000 to the trustees of any trust, or any other body(corporate or incorporate) established exclusively for the purposes recognisedas charitable under the laws of England. Resolution 11 That the amendments to the Articles of Association of the Company in the formproduced to the Annual General Meeting and, for the purposes of identification,initialled by the Chairman and dated 1st October 2007 be approved. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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