| No. |
Proposition |
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For |
Against |
Abstain |
| 1 |
THAT SUBDIVISION OF THE ENTIRE SHARE CAPITAL OF THE COMPANY FROM THE EXISTING 253,531,420 ORDINARY SHARES OF GBP 0.01 EACH INTO 25,353,142,000 ORDINARY SHARES OF GBP 0.0001 EACH, BY THE SUBDIVISION OF EACH EXISTING ORDINARY SHARE OF GBP 0.01 INTO ONE HUNDRED ORDINARY SHARES OF GBP 0.0001, BE AND IS HEREBY APPROVED |
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| 2 |
THAT, SUBJECT TO THE PASSING OF RESOLUTION 1A ABOVE, THE FOLLOWING RESOLUTIONS BE AND ARE HEREBY APPROVED: A. THE SHARE CAPITAL ACCOUNT TO BE REDUCED FROM 25,353,142,000 ORDINARY SHARES OF GBP 0.0001 EACH TO 253,531,420 ORDINARY SHARES OF GBP 0.0001 EACH, BY CANCELLING 25,099,610,580 ORDINARY SHARES OF GBP 0.0001 EACH - RESULTING IN A TOTAL SHARE CAPITAL REDUCTION OF GBP 2,509,961.058 LEAVING 253,531,420 ORDINARY SHARES OF GBP 0.0001 EACH, AND SUCH THAT EACH EXISTING HOLDER OF ORDINARY SHARES OF GBP 0.01 HOLDS THE SAME NUMBER OF ORDINARY SHARES OF GBP 0.0001 AS A RESULT; [1] B. THE SHARE PREMIUM ACCOUNT OF THE COMPANY BE REDUCED FROM GBP 58,671,197 TO ZERO BY CANCELLING GBP 58,671,197 FROM THE SHARE PREMIUM ACCOUNT OF THE COMPANY; AND C. THE AMOUNT BY WHICH THE SHARE CAPITAL AND SHARE PREMIUM ACCOUNT ARE SO REDUCED, GBP 61,181,158.058, BE CREDITED TO THE CAPITAL REDEMPTION RESERVE ACCOUNT OF THE COMPANY. FOLLOWING THE IMPLEMENTATION OF THE PROPOSED CAPITAL REDUCTION THERE WILL BE NO CHANGE TO THE NUMBER OF ORDINARY SHARES, NOR TO THE RIGHTS ATTACHING TO THE SAME |
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| 3 |
THAT IN ADDITION TO ANY PREVIOUS AUTHORITY IN RESPECT OF ORDINARY SHARES, THE DIRECTORS BE HEREBY GENERALLY AND UNCONDITIONALLY AUTHORISED, IN ACCORDANCE WITH SECTION 551 OF THE ACT, TO GRANT RIGHTS TO SUBSCRIBE FOR, OR TO CONVERT ANY SECURITY INTO, SHARES IN THE COMPANY UP TO A MAXIMUM AGGREGATE NOMINAL AMOUNT OF EITHER: (I) (IF RESOLUTION 1 IS NOT DULY PASSED) GBP 50,000, SUCH AMOUNT TO BE DIVIDED INTO 5,000,000 ORDINARY SHARES OF GBP 0.01 EACH OR (II) (IF RESOLUTION 1 IS DULY PASSED) GBP 500, SUCH AMOUNT TO BE DIVIDED INTO 5,000,000 ORDINARY SHARES OF GBP 0.0001 EACH, IN EACH CASE PURSUANT TO THE COMPANYS SHARE INCENTIVE ARRANGEMENTS FOR EMPLOYEES AND DIRECTORS OF, AND CONSULTANTS AND ADVISERS TO, THE COMPANY AND ITS GROUP AND PROVIDED THAT (A) THIS AUTHORITY WILL EXPIRE ON THE DATE BEING FIVE YEARS FROM THE DATE ON WHICH THIS RESOLUTION IS PASSED, AND (B) THE COMPANY MAY BEFORE THIS AUTHORITY EXPIRES MAKE AN OFFER OR AGREEMENT WHICH WOULD OR MIGHT REQUIRE SHARES TO BE ALLOTTED OR THE RIGHTS TO BE GRANTED AFTER THIS AUTHORITY EXPIRES AND THE DIRECTORS MAY ALLOT SHARES AND GRANT RIGHTS PURSUANT TO SUCH OFFER OR AGREEMENT AS IF THIS AUTHORITY HAD NOT EXPIRED |
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| 4 |
THAT, SUBJECT TO THE PASSING OF RESOLUTION 2A ABOVE, IN SUBSTITUTION FOR ANY PREVIOUS AUTHORITY IN SHARES IN THE CAPITAL OF THE COMPANY, THE DIRECTORS BE HEREBY GIVEN POWER IN ACCORDANCE WITH SECTION 570 OF THE ACT, THE ARTICLES OF ASSOCIATION OF THE COMPANY OR OTHERWISE, TO ALLOT EQUITY SECURITIES (WITHIN THE MEANING OF SECTION 560 OF THE ACT) PURSUANT TO THE AUTHORITY CONFERRED BY RESOLUTION 2(A) ABOVE AS IF SECTION 561(1) OF THE ACT AND ANY PRE-EMPTION RIGHTS OR ANTI-DILUTION RIGHTS CONTAINED IN THE ARTICLES OF ASSOCIATION OF THE COMPANY DID NOT APPLY TO THE ALLOTMENT AND PROVIDED THAT (I) SUCH POWER SHALL EXPIRE ON THE DATE BEING FIVE YEARS FROM THE DATE ON WHICH THIS RESOLUTION IS PASSED UNLESS PREVIOUSLY RENEWED, VARIED OR REVOKED BY THE COMPANY IN GENERAL MEETING AND (II) 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 DIRECTORS MAY ALLOT EQUITY SECURITIES IN PURSUANCE OF THAT OFFER OR AGREEMENT AS IF THIS POWER HAD NOT EXPIRED |
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