NOTICE OF ANNUAL GENERAL MEETING
(a company incorporated in the Isle of Man with registration number 118221C)
NOTICE is hereby given that the Annual General Meeting of Hirco Plc (the “Company”) will be held at the offices of Cains Advocates Limited, Fort Anne, South Quay, Douglas, Isle of Man, IM1 5PD on 28 March 2012 at 11.30 a.m. local time for the transaction of the following business:
As ordinary business to consider and, if thought fit, to pass the following resolutions which will be proposed as ordinary resolutions:
THAT the Company receive and adopt the annual report and audited accounts of the Company for the period ended 30 September 2011, together with the directors’ and auditors’ reports therein.
THAT John Chapman, who was appointed by the Board of Directors of the Company in accordance with article 82 of the Articles of Association of the Company, be re-elected as a Director.
THAT Eitan Milgram, who was appointed by the Board of Directors of the Company in accordance with article 82 of the Articles of Association of the Company, be re-elected as a Director.
THAT David Burton be re-elected as a Director.
THAT KPMG Audit LLC be re-appointed as auditors to the Company until the conclusion of the next annual general meeting of the Company.
THAT the Directors be authorised to determine the remuneration of KPMG Audit LLC as auditors of the Company.
As special business to consider and, if thought fit, to pass the following resolutions 7, 9 and 10 of which will each be proposed as a special resolution and resolution 8 of which will be proposed as an ordinary resolution:
THAT the Directors of the Company be authorised to allot ordinary shares of £0.01 each in the capital of the Company for cash up to an aggregate nominal sum of £50,263 (representing approximately five per cent. of the Company’s issued share capital) as if article 5.1 of the Company’s Articles of Association did not apply to such allotments, such authority to expire (unless and to the extent previously revoked, varied or renewed by the Company in general meeting) at the conclusion of the next annual general meeting of the Company provided that the authority shall allow the Company to make an offer or enter into an agreement which would or might require ordinary shares to be allotted after this authority expires.
THAT the Company generally be and is hereby authorised for the purposes of Section 13 of the Isle of Man Companies Act 1992 to make market purchases (as defined in Section 13(2) of the said Act) of ordinary shares of £0.01 each in the Company’s capital provided that:8.1
the maximum number of such ordinary shares hereby authorised to be purchased is such number of ordinary shares as is equal to fifteen per cent. of the Company’s issued share capital following the maximum amount of ordinary shares which may fall to be issued pursuant to resolution 7;
the minimum price which may be paid for such ordinary shares is the nominal amount thereof;
the maximum price (exclusive of expenses) which may be paid for such ordinary shares shall be five per cent. above the average of the middle market quotations taken from the AIM market of the London Stock Exchange for the five business days before the purchase is made;
the authority hereby conferred shall (unless previously renewed or revoked) expire on the earlier of the next annual general meeting of the Company and the date which is 18 months after the date on which this resolution is passed; and
the Company may make a contract to purchase its own ordinary shares under the authority hereby conferred prior to the expiry of such authority which will or may be executed wholly or partly after the expiry of such authority, and may make a purchase of its own ordinary shares in pursuance of any such contract.
THAT, subject to the confirmation of the Isle of Man High Courts in accordance with section 56 of the Isle of Man Companies Act 1931, all amounts standing to the credit of the share premium account of the Company be cancelled and reclassified as a distributable reserve of the Company.
THAT, pursuant to section 10 of the Companies Act 1931, the Articles of Association of the Company be altered by deleting the present Article 148 and substituting the following new Article 148 therefor:
A copy of the Directors’ and Auditors’ reports accompanied by copies of the annual accounts (including every document required by law to be comprised in them or annexed or attached to them) shall not less than 21 clear days before the meeting before which they are to be laid, be delivered, sent by post or sent by Electronic Communication (to an address for the time being notified by a member to the Company for the purpose of receiving such documents by Electronic Communication) to every member and holder of debentures of the Company and to the Auditors and to every other person who is entitled to receive notice of general meetings. However, this Article shall not require a copy of those documents to be sent to any person who under the provisions of these Articles is not entitled to receive notices from the Company or of whose address the Company is unaware or to any holder of debentures of whose address the Company is unaware or to more than one of the joint holders of any shares or debentures. Any member to whom such documents are sent shall be entitled to receive a further copy, free of charge, on application at the office. If all or any of the shares in or debentures of the Company are listed or dealt in on any stock exchange, there shall at the same time be forwarded to the secretary of that stock exchange such number of copies of each of those documents as the regulations of that stock exchange may require.”
BY ORDER OF THE BOARD
Registered Office:14-16 Peel RoadDouglas Isle of Man IM1 4LR
A member who is entitled to attend and vote at the above-mentioned meeting is entitled to appoint a proxy or proxies to attend and vote instead of him or her in respect of such shares. A proxy need not be a member of the Company.
A Form of Proxy is enclosed which, to be valid, must be completed and delivered, together with the power of attorney or other authority (if any) under which it is signed (or a notarially certified copy of such authority) to Capita Registrars, PXS, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU so as to arrive not later than 11.30 a.m. on 26 March 2012, being 48 hours before the time of the meeting.
Completion and return of a Form of Proxy does not preclude a member from attending and voting in person should they wish to do so.
The Company, pursuant to Regulation 22 of the Uncertificated Securities Regulations 2005 (Isle of Man), specifies that only those members registered in the register of members of the Company as at 11.30 a.m. on 26 March 2012 (or, in the event that the meeting is adjourned, on the register of members 48 hours before the time of any adjourned meeting) shall be entitled to attend or vote at the meeting in respect of the shares registered in their name at that time. Changes to entries on the register of members of the Company after 11.30 a.m. on 26 March 2012 (or, in the event that the meeting is adjourned, on the register of members less than 48 hours before the time of any adjourned meeting) shall be disregarded in determining the rights of any person to attend or vote at the meeting.
Resolution 1: the Directors are required to present the annual report and audited accounts for the Company to the shareholders for formal adoption. The Directors’ report and the Annual Accounts are included in the 2011 Annual Report.
Resolutions 2, 3 and 4: John Chapman was appointed as a Director by the Board on 20 May 2011 and Eitan Milgram was appointed as a Director by the Board on 12 October 2011. Under the Company’s Articles of Association they shall hold office only until the annual general meeting of the Company next following their respective appointments and shall then be eligible for re-election but shall not be taken into account in determining the number of Directors who are to retire by rotation at the Meeting. Under the terms of the Company’s Articles of Association, David Burton is required to retire by rotation at the Meeting but is eligible to be reappointed.
Resolutions 5 and 6: the Company is required to appoint auditors at each annual general meeting to hold office until the conclusion of the next such meeting. Resolution 6 authorises the Directors, in accordance with standard practice, to negotiate and agree the remuneration of the auditors.
Resolutions 7, 8 and 9: these are customary resolutions asking shareholders; to authorise the allotment of shares for cash on a non-pre-emptive basis within prescribed parameters; to authorise the Company to make market purchases of up to 5% of its issued share capital within prescribed parameters (the Directors have no immediate plans to make such purchases, but they would like to be able to act quickly if circumstances arise in which they consider such purchases to be desirable); and to approve, subject to court confirmation, the cancellation of all amounts standing to the credit of the Company’s share premium account and the reclassification of the same as a distributable reserve.
Resolution 10: This resolution amends the current articles of association of the Company to enable the Company to circulate copies of its Annual Accounts by electronic means where a member has consented to receiving the same by electronic means by providing the Company with a valid e-mail address.
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