Result of AGM

Result of AGM

ID: 9013

(Thomson Reuters ONE) - 30 November 2009Helphire Group plc ("the Company")At the Annual General Meeting of the Company, duly convened and heldat The Registry, Royal Mint Court, London EC3N 4QN on Friday 27thNovember 2009 at 11.00 a.m. the following Resolutions were passed ona show of hands as to Resolutions 1 to 11 (inclusive) as OrdinaryResolutions and as to Resolutions 12 and 13 as Special Resolutions:RESOLUTIONS1. To receive and adopt the financial statements for the financialyear ended 30th June 2009 and receive the Directors' and Auditors'reports.2. To re-elect Richard Rose as a Director.3. To re-elect Martin Ward as a Director.4. To re-elect Ian Wardle as a Director.5. To re-elect Michael Howard QC MP as a Director.6. To re-elect Andrew Cripps as a Director.7. To re-elect Mark McCafferty as a Director.8. To re-elect Avril Palmer-Baunack as a Director.9. To re-appoint Deloitte LLP as auditors to the Company until theconclusion of the next general meeting of the Company at whichaccounts are laid and to authorise the Directors to fix theirremuneration.10. To receive, adopt and approve the directors' remuneration reportfor the financial year ended 30th June 2009.11. That, (in substitution for any existing authority which is herebyrevoked but without prejudice to the validity of any allotmentpursuant to such previous authority) the directors be and they arehereby generally and unconditionally authorised pursuant to section551 of the Companies Act 2006 (the "Act") to allot shares in thecompany (or grant rights to subscribe for or to convert any securityinto shares) up to an aggregate nominal value of £5,522,461 to suchpersons at such times and on such terms as they think proper suchauthority, unless previously revoked, varied or renewed by theCompany in general meeting, shall expire at the conclusion of theAnnual General Meeting of the Company to be held in 2010 or, ifearlier, 15 months after the date of passing of this resolution, savethat the Company may prior to the expiry of such period make an offeror agreement which would or might require shares to be allotted (orrights to subscribe for or to convert any security into shares)after the expiry of the said period and the Directors may allotshares in the company (or grant rights to subscribe for or to convertany security into shares) in pursuance of such offer or agreementnotwithstanding the expiry of the authority given by this resolution.12. That, subject to the passing of resolution 11 above (insubstitution for any existing authority which is revoked) but withoutprejudice to the validity of any allotment pursuant to suchauthority, the directors be and are empowered pursuant to section 570of the Act to allot equity securities (as defined in section 560 ofthe Act) for cash pursuant to the authority conferred by resolution11 as if section 561(1) of the Act did not apply to any suchallotment provided that the power conferred by this resolution shallbe limited to:-(a) the allotment of equity securities to the holders ofordinary shares in the Company in proportion (as nearly as may bepracticable) to the respective numbers of ordinary shares held bythem and holders of other equity securities, as required by therights of those securities or, subject to such rights, as thedirectors of the Company otherwise consider necessary, and so thatthe directors of the Company may impose any limits or restrictionsand make any arrangements which it considers necessary or appropriateto deal with treasury shares, fractional entitlements, record dates,legal, regulatory or practical problems in, or under the laws of, anyterritory or any other matter; and(b) the allotment of equity securities up to an aggregatenominal value not exceeding £828,370.This power, unless previously renewed, varied or revoked by theCompany in general meeting, shall expire at the end of the nextAnnual General Meeting of the Company to be held in 2010 or, ifearlier, on the date 15 months after the passing of such resolution,but shall extend to the making, before such expiry, of an offer oragreement which would or might require equity securities to beallotted after such expiry and the directors may allot equitysecurities in pursuance of such offer or agreement as if theauthority conferred hereby had not expired.13. That with effect from the conclusion of this Annual GeneralMeeting:(a) the articles of association contained in the documentproduced to the meeting (and signed by the chairman of the meetingfor the purpose of identification) be adopted as the articles of theCompany in substitution for, and to the exclusion of, the articles ofassociation of the Company existing immediately prior to that time;and(b) the provisions of the Company's memorandum of associationwhich, by virtue of section 28 of the Companies Act 2006, are to betreated as part of the Company's articles of association, includingfor the avoidance of doubt the objects clause and any provision ofthe Company's memorandum of association in force immediately beforesuch date as to the amount of authorised share capital, as altered byvirtue of any shareholder resolution in force immediately before suchdate, be removed and revoked.---END OF MESSAGE---This announcement was originally distributed by Hugin. The issuer is solely responsible for the content of this announcement.



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Bereitgestellt von Benutzer: hugin
Datum: 30.11.2009 - 11:46 Uhr
Sprache: Deutsch
News-ID 9013
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+-------------------------------------------------------------------+ | | |-------------------------------------------------------------------| | TR-1: NOTIFICATION OF MAJOR INTEREST I ...

AGM Statement ...

Issue Date: 27 November 2009 AGM Statement Contacts Martin Ward / Ian Wardle Tel: 01225 321134 Gayatri Barua-Howe Tel: 01225 321175 Helphire Group plc C ...

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