Notice of AGM August 2009
TRAKM8 HOLDINGS PLC
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN of the 2009 ANNUAL GENERAL MEETING of Trakm8 Holdings PLC will be held at the Coppleridge Inn , Motcombe, Shaftesbury,
As Ordinary Business:
1. To receive and adopt the accounts, together with the directors' and auditors’ reports for the year ended 31 March 2009.
2. To re-appoint Baker Tilly as auditors to the Company until the conclusion of the next Annual General Meeting and to authorise the directors to fix their remuneration.
3. To re-appoint Charles Dawson Buck as a director who retires by rotation (and, being eligible, offers himself for re-appointment).
4. To confirm the appointment of James Killingworth Hedges as a director following his appointment by the Board under the Company articles (and, being eligible, offers himself for re-appointment).
As Special Business
5. THAT the directors be and they are hereby generally and unconditionally authorised for the purposes of section 80 of the Companies Act 1985 (“the Act”) to exercise all the powers of the Company to allot relevant securities up to an aggregate nominal amount of £91,561 provided that this authority shall expire 15 months from the date of this resolution or at the Company's next Annual General Meeting if earlier and that the Company may before such expiry make an offer or agreement which would or might require relevant securities to be allotted after such expiry and the directors may allot relevant securities in pursuance of such offer or agreement notwithstanding that the authority conferred hereby has expired and in this resolution the expression "relevant securities" and references to the allotment of relevant securities shall bear the same respective meanings as in section 80 of the Act.
6. THAT (subject to the passing of Resolution 5 above) the directors be and they are hereby empowered (in substitution for any existing such powers) pursuant to section 95 of the Act to allot equity securities (within the meaning of section 94 of the Act, including the sale of shares previously held as treasury shares within the scope of section 94(3A)) for cash pursuant to the authority conferred by the previous resolution as if section 89(1) of the Act did not apply to any such allotment, provided that this power shall be limited to the allotment of equity securities:
(a) in connection with an offer of such securities by way of rights to holders of ordinary shares in proportion (as nearly as may be practicable) to their respective holdings of such shares, but subject to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to fractional entitlements or any legal or practical problems under the laws of any territory, or the requirements of any regulatory body or stock exchange; and
(b) otherwise than pursuant to sub-paragraph (a) above up to an aggregate nominal amount of £61,037;
and shall expire on the conclusion of the next Annual General Meeting of the Company after the passing of this resolution or 15 months from the date of 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 directors may allot equity securities in pursuance of any such offer or agreement notwithstanding that the power conferred hereby has expired and in this resolution the expression "equity securities" and references to the allotment of equity securities shall bear the same respective meanings as in section 94 of the Act.
7. THAT the directors be and they are hereby generally and unconditionally authorised to amend the relevant Company Articles to facilitate electronic communications with shareholders to the extent necessary and as provided for by statute including the Companies Act 2006 and the Companies Act 2005 (as amended by the Companies Act 1985 Electronic Communications order 2000).
Dated: 27th July 2009
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Registered Office: Lydden House Shaftesbury SP7 9QJ |
By Order of the Board Christopher Giles Secretary
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Notes:
1. A member entitled to attend and vote at the above Meeting is entitled to appoint another person(s) to attend, speak and vote instead of him or her. You may not appoint more than one person to exercise rights attached to any one share. A proxy need not be a member of the Company.
2. For the convenience of members who may be unable to attend the meeting, a form of proxy is enclosed which should be completed and returned to Computershare Investor Services PLC , The Pavilions, Bridgewater Road, Bristol, BS99 6ZY not less than 48 hours before the time fixed for the meeting.
3. A member may change proxy instructions by submitting a new proxy appointment using the method set out above. The cut-off time for receipt of proxy appointments (see above) also apply in relation to amended instructions; any amended proxy appointment received after the relevant cut-off time will be disregarded.
4. If more than one valid proxy appointment is submitted by a member, the appointment received last before the latest time for the receipt of proxies will take precedence.
5. In order to revoke a proxy instruction a member will need to inform the Company by sending a signed notice clearly stating the intention to revoke the proxy appointment to Computershare Investor Services PLC , The Pavilions, Bridgewater Road, Bristol, BS99 6ZY In the case of a member which is a company, the revocation notice must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company. Any power of attorney or any other authority under which the revocation notice is signed (or a duly certified copy of such power or authority) must be included with the revocation notice. In either case, the revocation notice must be received by Computershare Investor Services PLC , The Pavilions,
6. If a member revokes a proxy appointment but the revocation is received after the time specified then, subject to the paragraph directly below, the proxy appointment will remain valid.
7. Appointment of a proxy does not preclude a member from attending the Meeting and voting in person. If a member appoints a proxy and attends the Meeting in person, the proxy appointment will automatically be terminated.
8. Pursuant to section 41 of the Uncertified Securities Regulations 2001 members who hold ordinary shares in uncertificated form must have been entered on the Company's Register of Members by 9.30 am on Tuesday 18th August 2009 (48 hours before the date of the Annual General Meeting) in order to be entitled to attend and vote at the meeting. Such members may only vote at the Meeting in respect of ordinary shares in the Company held at that time.
9. Copies of service contracts between the directors and the Company or any subsidiary of the Company, and the register of directors' shareholdings and transactions will be available for inspection at the registered office of the Company during usual business hours on any weekday (Saturdays and public holidays excluded) from the date of this notice until the date of the Annual General Meeting and at the place of the Annual General Meeting for at least 15 minutes prior to and until the conclusion of the Annual General Meeting.
10. At present, the Company holds no treasury shares.
11. In accordance with section 80 of the Act, Resolution 5 is proposed to give power to the directors until the earlier of the next Annual General Meeting or 15 months after the date of this year's meeting to allot relevant securities up to a maximum nominal amount of £91,561 without having to obtain prior approval from shareholders. This represents approximately 50.0% of the total ordinary share capital in issue at the date of this Notice along with the maximum total ordinary share capital which may be issued under resolution 5 above.
12. In accordance with section 95 of the Act, Resolution 6 is proposed to give power to the directors until the earlier of the next Annual General Meeting or 15 months after the date of this year's meeting to allot equity securities referred to in Resolution 5 for cash without first being required to offer such securities to existing shareholders in accordance with the Act. This authority relates to shares with an aggregate nominal value of £61,037 ordinary shares, being approximately 33% of the current issued ordinary share capital of the Company. The Board considers this amount to be a reasonable provision to account for any fund raising requirements which the Company is likely to have over the course of the next 12 months. In allotting shares pursuant to this authority the Company will seek to achieve at least prevailing market value where circumstances allow.