ENK ENK

TIDMENK

RNS Number : 3856J

ENK PLC

06 August 2012

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. It contains the resolutions to be voted on at the Company's Annual General Meeting to be held on 30 August 2012. If you are in any doubt as to the action you should take, you are recommended to seek your own personal financial advice from your stockbroker, solicitor, accountant or other independent financial adviser.

If you have sold or otherwise transferred all of your registered holding of ordinary shares in ENK plc ("Company"), please forward this document and the accompanying form of proxy for use in relation to the Annual General Meeting of the Company immediately to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. If you have sold or transferred only part of your registered holding of ordinary shares in the Company, you should retain this document and the accompanying documents.

ENK PLC

(Incorporated under the Companies Act 1985 and registered in England and Wales under number 4013168)

Notice of Annual General Meeting

Proposed approval of grant of options to directors

Proposed amendment of Articles of Association

Notice of the Annual General Meeting of the Company to be held at the offices of Investec Bank PLC, 2 Gresham Street, London EC2V 7QP at 10.00 am on 30 August 2012 is set out at the end of this document.

You will find enclosed a form of proxy for use at the Annual General Meeting. Whether or not you propose to attend the Annual General Meeting, you are requested to complete the form of proxy in accordance with the instructions printed on it, and return it to the Company's Registrars, Computershare Investor Services plc as soon as possible and, in any event, so as to be received no later than 10.00 am on 28 August 2012, being at least 48 hours before the time appointed for the holding of the Annual General Meeting. The completion and return of a form of proxy will not preclude shareholders from attending the meeting and voting in person, should they wish to do so.

Please note, holders of CDI's on the Australian CDI registry may only vote by directing CHESS Depository Nominees Pty Ltd ("CHESS" the Depository Nominee in respect of the CDIs) to cast proxy votes in the manner directed in the CDI Voting Instruction Form enclosed. The CDI Voting Instruction Form needs to be received by the Company no later than 5.00pm Australian Western Standard Time (10:00am London time) on 27 August 2011. Further details for CDI Holders are set out in the Notes to the Notice of Annual General Meeting.

ENK PLC

(incorporated and registered in England and Wales under number 4013168)

 
 Directors                               Registered Office 
 Peter Rowe, Chairman                        c/o 6th Floor 
  Robert Gregory, Managing Director         Kildare House, 
  Mark Hanlon, Finance Director              3 Dorset Rise 
  Neil Herbert, Non-Executive Director              London 
  Paul Lush, Non-Executive Director               EC4Y 8EN 
  Guy Walker, Non-Executive Director 
 

30 July 2012

Dear Shareholder,

Annual General Meeting

Proposed approval of grant of options to directors

Proposed amendment of Articles of Association

   1               Introduction 

This year's Annual General Meeting will be held at 10.00 am on 30 August 2012 at the offices of Investec Bank PLC, 2 Gresham Street, London EC2V 7QP. Full details of the meeting and the resolutions that will be put to shareholders are set out in the notice of Annual General Meeting at the end of this document. In addition to routine business, we are asking shareholders to approve some items of special business at this year's Annual General Meeting.

   2               Change of directors 

Since the last Annual General Meeting, the composition of the Board of Directors has changed. John McManus has stepped down as a Director in January 2012 and Guy Walker became a Director in April 2012. Guy Walker is required to submit to re-appointment by shareholders at the Annual General Meeting.

   3               Proposed grant of options to directors 

The Company has agreed, subject to obtaining shareholder approval, to allot and issue a total of 3,500,000 options to Robert Gregory and Mark Hanlon, who are Executive Directors. The primary purpose of the grant of the Director Options is to provide cash flow effective consideration to them for their ongoing commitment and contribution to the Company in their respective roles as employees and Directors. These options will entitle the holder to subscribe for ordinary shares on the following principal terms and conditions:

(a) Each Director Option gives the Director (and/or his nominee) the right to subscribe for one Ordinary Share.

(b) The Director Options will expire at 5.00pm (WST) on that date which is five (5) years from the date that the Director Options are granted (Expiry Date). Any Director Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

   (c)        The Director Options will vest and will therefore be exercisable as follows: 

(i) 1/3 on the date on which the price of the Ordinary Shares as quoted on AIM closes at 24 pence or higher for a minimum of 10 consecutive trading days, but in any event not less than 12 months from date the Director Options are granted;

(ii) 1/3 on the date on which the price of the Ordinary Shares as quoted on AIM closes at 32 pence or higher for a minimum of 10 consecutive trading days, but in any event not less than 24 months from date the Director Options are granted; and

(iii) 1/3 on the date on which the price of the Ordinary Shares as quoted on AIM closes at 48 pence or higher for a minimum of 10 consecutive trading days, but in any event not less than 36 months from date the Director Options are granted.

(d) The amount payable upon exercise of each Director Option will be GBP0.16 (Exercise Price).

(e) The Director Options held by each Director (and/or his nominee) may be exercised in whole or in part, and if exercised in part, must not be less than 25% of the Shares over which the Option subsists or, if less, 1,000 Shares or, if the number of Shares in respect of which the Option subsists is smaller than 1,000 Shares, the whole of that number.

(f) A Director (and/or his nominee) may exercise their Director Options by lodging with the Company, before the Expiry Date:

(i) a written notice of exercise of Director Options specifying the number of Director Options being exercised; and

(ii) a cheque or electronic funds transfer for the Exercise Price for the number of Director Options being exercised (Exercise Notice).

(g) An Exercise Notice is only effective when the Company has received the full amount of the Exercise Price in cleared funds.

(h) Within 10 business days of receipt of the Exercise Notice accompanied by the Exercise Price, the Company will allot the number of Ordinary Shares required under these terms and conditions in respect of the number of Director Options specified in the Exercise Notice.

   (i)         The Director Options are not transferable. 

(j) All Ordinary Shares allotted upon the exercise of Director Options will upon allotment rank pari passu in all respects with other Ordinary Shares.

(k) The Company will not apply for quotation of the Director Options on ASX or AIM. However, the Company will apply for quotation of all Ordinary Shares allotted pursuant to the exercise of Director Options on ASX or AIM within 10 business days after the date of allotment of such Ordinary Shares.

(l) If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with applicable law and regulation and the ASX Listing Rules and AIM Rules at the time of the reconstruction.

(m) If the Company shall come under the control of another person or persons other than a Group Company, any Option may, notwithstanding that any performance-related condition or other objective criterion subject to which such Option is then exercisable is not then satisfied, be exercised within the period of 6 months of the date when the person or persons making the offer has obtained control of the Company and any condition subject to which the offer is made has been satisfied or waived and to the extent that the Option is not then exercised it shall upon the expiration of that period lapse and cease to be exercisable.

(n) There are no participating rights or entitlements inherent in the Director Options and the Directors (or their respective nominees) will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Director Options. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least six Business Days after the issue is announced. This will give Director (or his nominee) the opportunity to exercise their Director Options prior to the date for determining entitlements to participate in any such issue.

(o) A Director Option does not confer the right to a change in exercise price or a change in the number of underlying securities over which the Director Option can be exercised.

The Director Options shall be granted to the Directors and/or any person nominated by such Director. No person may be nominated by a Director unless it is a body corporate controlled by such Director and/or the trustee or trustees of a trust of which the Director is a principal beneficiary.

Shareholder Approval (Listing Rule 10.11)

Pursuant to and in accordance with the requirements of ASX Listing Rule 10.13, the following information is provided in relation to the proposed grant of Director Options:

(i) the related parties are Messrs Gregory and Hanlon and they are related parties by virtue of being Directors;

(ii) the maximum number of Director Options (being the nature of the financial benefit being provided) to be granted to the Related Parties and/or their nominees is:

   a.   2,000,000 Director Options to Mr Gregory; and 
   b.   1,500,000 Director Options to Mr Hanlon; 

(iii) the Director Options will be granted to the Related Parties no later than one month after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the ASX Listing Rules);

(iv) the Director Options will be granted for nil cash consideration, accordingly no funds will be raised. The primary purpose of the grant of Director Options to the Related Parties is to provide cost effective consideration to them for their ongoing commitment and contribution to the Company in their respective roles as employees and Directors; and

(v) Approval pursuant to ASX Listing Rule 7.1 is not required in order to issue the Director Options to the Related Parties as approval is being obtained under ASX Listing Rule 10.11. Accordingly, the issue of Director Options to the Related Parties will not be included in the 15% calculation of the Company's annual placement capacity pursuant to ASX Listing Rule 7.1.

   4               Annual General Meeting 

If you are unable to attend the meeting in person, your vote is still important and I would urge you to complete, sign and return the enclosed form of proxy so as to be received by 10.00 am on 28 August 2012. The results of the voting on the resolutions will be posted on the Company's website after the meeting.

Holders of CDI's on the Australian CDI registry may only vote by directing CHESS Depository Nominees Pty Ltd ("CHESS" the Depository Nominee in respect of the CDIs) to cast proxy votes in the manner directed in the CDI Voting Instruction Form enclosed. The CDI Voting Instruction Form needs to be received by the Company no later than 5.00pm Australian Western Standard Time (10:00am London time) on 27 August 2012.

The Annual General Meeting of the Company is to be held on 30 August 2012 at 10.00 am at the offices of Investec Bank PLC, 2 Gresham Street, London EC2V 7QP, for the purpose of considering and, if thought fit, passing the following resolutions:

Resolution 1

Resolution 1 is proposed as an ordinary resolution. The Directors are required to lay before the Annual General Meeting the accounts of the Company for the 12 months ended 31 March 2012, the Directors report, the Remuneration report and the Auditors' report on the accounts and auditable part of the Remuneration report.

Resolutions 2 and 3

Resolutions 2 and 3 are proposed as ordinary resolutions. The Company is required to appoint auditors at each general meeting at which accounts are laid before the Company, to hold office until the next such meeting. Following the recommendations of the Audit Committee, the Directors propose that PKF (UK) LLP be appointed as Auditors of the Company and seek authority to fix their remuneration.

Resolutions 4 and 5

Resolutions 4 and 5 are proposed as ordinary resolutions. The Company's Articles of Association require every Director to be subject to re-appointment by shareholders at the first Annual General Meeting held following their appointment. Accordingly, Guy Walker is standing for re-election.

The Articles of Association require one-third of the Directors (excluding the Managing Director) to retire by rotation and be subject to re-election by shareholders every year. Paul Lush has been chosen to retire by rotation in accordance with the Articles of Association. Paul Lush submits himself for re-election.

The Board considers that each of the Directors proposed for re-election continue to make an effective and valuable contribution and demonstrate commitment to the role, and recommends their re-election.

Resolutions 6 and 7

Resolutions 6 and 7 will be proposed as special resolutions, to approve the grant of options to Robert Gregory and Mark Hanlon. In order to grant these options, the Directors require prior authorisation of shareholders in general meeting under sections 551 and 571 of the Companies Act 2006, and under ASX Listing Rule 10.11. These resolutions will disapply the statutory pre-emption rights for issues of ordinary shares for cash to enable the Company to grant rights to subscribe for shares in the Company for cash. The Directors will have authority to allot such shares up to a maximum aggregate nominal amount of GBP140,000.00, which represents 1.25 per cent. of the issued share capital. These options will be granted no later than one month after the date of the Annual General Meeting, or such later date as may be permitted by any ASX waiver or modification of ASX Listing Rules.

ASX Listing Rule 10.11 also requires shareholder approval to be obtained where an entity issues, or agrees to issue, securities to a related party, or a person whose relationship with the entity or a related party is, in ASX's opinion, such that approval should be obtained unless an exception in ASX Listing Rule 10.12 applies .The grant of options to each of Robert Gregory and Mark Hanlon requires the Company to obtain shareholder approval because each are related parties of the Company. It is the view of the Directors that the exceptions set out in ASX Listing Rule 10.12 do not apply in the current circumstances. Accordingly, shareholder approval is sought for the grant of the Director options to the related parties.

The Company will disregard any votes cast on resolutions 6 and 7 by respectively Robert Gregory or Mark Hanlon or their respective nominees or associates.

Resolution 8

Resolution 8 will be proposed as an ordinary resolution. This resolution proposes that the Directors be authorised in relation to section 551 of the Companies Act 2006, to allot up to a maximum nominal amount of 39,315,500 ordinary shares in the period ending on the date of the Company's annual general meeting in 2013. Each share will have a nominal value of GBP0.04 each. This authority, which represents approximately 15 per cent. of the Company's issued share capital, will expire immediately following the Annual General Meeting to be held in 2013, unless previously revoked, varied or renewed by the Company in general meeting. This authority matches the amount of shares that a company listed on the ASX is allowed to issue without seeking approval from shareholders in general meeting.

This resolution represents the general authority that the Company requests annually.

Resolution 9

Resolution 9 will be proposed as a special resolution. Conditional on the passing of resolution 8 above, the Directors are also seeking further authority from shareholders, in relation to section 571 of the Companies Act 2006 pursuant to this special resolution, to disapply the statutory pre-emption rights for issues of ordinary shares for cash up to a nominal aggregate amount of GBP1,572,620.00 (representing 15 per cent. of the issued share capital). This authority will expire immediately following the Annual General Meeting to be held in 2013, unless previously revoked, varied or renewed by the Company in general meeting.

This resolution represents the general authority that the Company requests annually.

Resolution 10

Resolution 10 will be proposed as a special resolution. The Company has been subject to the provisions of the City Code on Takeovers and Mergers ("City Code"), which provide certain protections for the benefit of shareholders, ensuring inter alia equal treatment of shareholders during any takeover offer and restricting the number of shares that can be held by persons without making a takeover offer to all other shareholders. The Board considers that it is in the best interests of the Company and its shareholders that the Company either be subject to the City Code or (should it be determined that the Company is not subject to the City Code) to provisions equivalent to the City Code. In the light of the changes to the Board over the last year, the Board is proposing to change the Articles of Association to adopt a new Article providing provisions equivalent to the City Code.

The Board also proposes to amend the Articles to reduce the quorum requirement for general meetings from five persons to two persons, to align with modern practice.

   5               Action to be taken 

Shareholders will find enclosed with this document a form of proxy for use in connection with the Annual General Meeting.

Shareholders, whether or not they propose to attend the Annual General Meeting in person, are requested to complete, sign and return their form of proxy, in accordance with the instructions printed thereon, so as to be received by the Company's registrars, Computershare Investor Services plc, The Pavilions, Bridgwater Road, Bristol BS99 6ZY as soon as possible and, in any event, by not later than 10.00 am on 28 August 2012. Completion and return of the form of proxy will not preclude shareholders from attending and voting at the Annual General Meeting in person if they wish to do so.

Holders of CDI's on the Australian CDI registry may only vote by directing CHESS Depository Nominees Pty Ltd ("CHESS" the Depository Nominee in respect of the CDIs) to cast proxy votes in the manner directed in the CDI Voting Instruction Form enclosed. The CDI Voting Instruction Form needs to be received by the Company no later than 5.00pm Australian Western Standard Time (10:00am London time) on 27 August 2012.

Yours faithfully,

Peter Rowe

Chairman

ENK PLC

(Incorporated and registered in England and Wales with registered number 4013168)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting of ENK plc ("Company") will be held at the offices of Investec Bank PLC, 2 Gresham Street, London EC2V 7QP at 10.00 am on 30 August 2012 for the transaction of the following business:

ORDINARY BUSINESS

To consider and, if thought fit, to pass resolutions 1 to 5 (inclusive) as ordinary resolutions:

1 To receive and adopt the directors' report, the auditor's report and the audited accounts of the Company for the year ended 31 March 2012.

2 To re-appoint PKF (UK) LLP as auditor in accordance with section 489 of the Companies Act 2006 to hold office until the conclusion of the Annual General Meeting of the Company in 2013.

   3               To authorise the Directors to determine the remuneration of the auditor. 
   4               To re-appoint Guy Walker as a director of the Company. 
   5               To re-appoint Paul Lush as a director of the Company. 

SPECIAL BUSINESS

As special business to consider and, if thought fit, pass the following resolutions, as to resolution 8 as an ordinary resolution and as to resolutions 6, 7, 9 and 10 as special resolutions:

6 THAT, in relation to the granting of options over 2,000,000 ordinary shares in the Company in favour of Mr Gregory (and/or such person as he may nominate pursuant to the terms of grant) on the terms and conditions set out in the circular to the Company's shareholders dated 30 July 2012 (and in addition to all previous and existing authorities to allot securities conferred upon the Directors pursuant either to sections 551 or 571 of the 2006 Act), the Directors be generally and unconditionally authorised pursuant to sections 551 and 571 of the Companies Act 2006 as amended ("2006 Act") and pursuant to Listing Rule 10.11 of the Listing Rules of the Australian Securities Exchange to exercise all the powers of the Company to allot equity securities (as defined in section 560 of the 2006 Act) or to grant rights to subscribe for or to convert securities into shares in the Company, up to an aggregate nominal amount of GBP80,000.00. The options will be issued to Mr Gregory no later than one month after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the ASX Listing Rules).

Voting Exclusion: The Company will disregard any votes cast on this Resolution by Mr Gregory (or his nominee) or any of his associates. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

7 THAT, in relation to the granting of options over 1,500,000 ordinary shares in the Company in favour of Mr Hanlon (and/or such person as he may nominate pursuant to the terms of grant) on the terms and conditions set out in the circular to the Company's shareholders dated 30 July 2012 (and in addition to all previous and existing authorities to allot securities conferred upon the Directors pursuant either to sections 551 or 571 of the 2006 Act), the Directors be generally and unconditionally authorised pursuant to sections 551 and 571 of the Companies Act 2006 as amended ("2006 Act") and pursuant to Listing Rule 10.11 of the Listing Rules of the Australian Securities Exchange to exercise all the powers of the Company to allot equity securities (as defined in section 560 of the 2006 Act) or to grant rights to subscribe for or to convert securities into shares in the Company, up to an aggregate nominal amount of GBP60,000.00. The options will be issued to Mr Hanlon no later than one month after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the ASX Listing Rules).

Voting Exclusion: The Company will disregard any votes cast on this Resolution by Mr Hanlon (or his nominee) or any of his associates. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

8 THAT, the Directors be authorised generally and unconditionally pursuant to Section 551 of the Companies Act 2006 as amended ("2006 Act") to exercise all the powers of the Company to allot shares and/or rights to subscribe for or to convert any security into shares, provided that the authority conferred by this resolution shall be limited to the allotment of shares and/or rights to subscribe or convert any security into shares of the Company up to an aggregate nominal amount of GBP1,572,620 (representing 39,315,500 shares) such authority (unless previously revoked, varied or renewed) to expire on the conclusion of the Annual General Meeting of the Company to be held in 2013 or, if earlier, 15 months after the date on which this resolution has been passed, provided that the Company may, before such expiry, make an offer, agreement or other arrangement which would or might require shares and/or rights to subscribe for or to convert any security into shares to be allotted after such expiry and the Directors may allot such shares and/or rights to subscribe for or to convert any security into shares in pursuance of such offer, agreement or other arrangement as if the authority conferred hereby had not expired.

9 THAT, subject to resolution 8 above being duly passed, the Directors be and are hereby generally empowered to allot equity securities (within the meaning of Section 560) for cash pursuant to the authority conferred by resolution 8 above or by way of sale of treasury shares as if Section 561 of the Companies Act 2006 ("2006 Act") or any pre-emption provisions contained in the Company's articles of association did not apply to any such allotment, provided that the power conferred by this resolution shall be limited to

(i) any allotment of equity securities where such securities have been offered (whether by way of rights issue, open offer or otherwise) to holders of equity securities in proportion (as nearly as may be practicable) to their then holdings of such securities, but subject to the directors having the right to make such exclusions or other arrangements in connection with such offer as they deem necessary or expedient to deal with fractional entitlements or legal or practical problems arising in, or pursuant to, the laws of any territory or the requirements of any regulatory body or stock exchange in any territory or otherwise howsoever;

(ii) the allotment (otherwise than pursuant to sub-paragraph (i) above) of equity securities up to an aggregate nominal value of GBP1,572,620,

such authority and power (unless previously revoked, varied or renewed) to expire on the earlier to occur of 15 months after the passing of this resolution or the conclusion of the Annual General Meeting of the Company to be held in 2013, provided that the Company may prior to such expiry make any offer, agreement or other arrangement which would or might require equity securities to be allotted after such expiry and the directors may allot equity securities pursuant to any such offer, agreement or other arrangement as if the power hereby conferred had not expired.

   10             THAT the Articles of Association of the Company be amended as follows: 

(i) by the deletion from line 4 of Article 53.1 of "5" and the insertion in its place of "2", and by the deletion from line 5 of Article 53.1 of the words "two or more of them" and the insertion in their place of the word "they"; and

   (ii)             by the insertion of the following Article as new Article 175: 
   "175           TAKEOVER OFFERS 

175.1 This Article shall have effect if and for so long as the Company shall not be subject to the provisions of the City Code on Takeovers and Mergers ("City Code") as amended from time to time.

   175.2         A person must not: 
   175.2.1      effect or purport to effect a Prohibited Acquisition; or 
   175.2.2      except as a result of a Permitted Acquisition: 

(a) whether by himself, or with persons determined by the Board to be acting in concert with him, acquire after the time when this Article shall come into effect ("Effective Time") an interest in Ordinary Shares which, taken together with any interest in Ordinary Shares held or acquired after the Effective Time by persons determined by the Board to be acting in concert with him, carry 30 per cent. or more of the voting rights attributable to Ordinary Shares; or

(b) whilst he, together with persons determined by the Board to be acting in concert with him, is interested in Ordinary Shares which in aggregate carry not less than 30 per cent. but not more than 50 per cent. of the voting rights attributable to Ordinary Shares, acquire after the Effective time, whether by himself or with persons determined by the Board to be acting in concert with him, an interest in Ordinary Shares which, taken together with any interests in Ordinary Shares held by persons determined by the Board to be acting in concert with him, increases the percentage of voting rights attributable to the Ordinary Shares in which he is interested (each of (a) and (b) being a "Limit").

175.3 Where any person breaches any Limit, except as a result of a Permitted Acquisition, or becomes interested in any Ordinary Shares as a result of a Prohibited Acquisition, that person is in breach of these Articles.

175.4 The Board may do all or any of the following where it has reason to believe that any Limit is or may be breached or any Prohibited Acquisition has been or may be effected:

175.4.1 require any member or person appearing or purporting to be interested in any Ordinary Shares to provide such information as the Board considers appropriate to determine any of the matters under this Article;

175.4.2 have regard to such public filings and statements as it considers appropriate to determine any of the matters under this Article;

175.4.3 make such determinations under this Article as it thinks fit, either after calling for submissions from affected members or other persons or without calling for such submissions;

175.4.4 determine that the voting rights attached to such number of Ordinary Shares held by such persons as the Board may determine are held, or in which such persons are or may be interested, in breach of these Articles ("Excess Shares") are from a particular time incapable of being exercised for a certain period;

175.4.5 determine that some or all of the Excess Shares must be sold, and procure that such Excess Shares are sold, provided that such sale is only to the extent necessary to ensure (as far as the Board can judge) that the person in breach would not thereafter exceed a Limit;

175.4.6 determine that some or all of the Excess Shares will not carry any right to any dividends or other distributions from a particular time for a certain period;

   175.4.7      take such other action as it thinks fit for the purposes of this Article including: 
   (a)      prescribing rules (not inconsistent with this Article); 
   (b)      setting deadlines for the provision of information; 
   (c)      drawing adverse inferences where information requested is not provided; 
   (d)      making determinations or interim determinations; 

(e) executing documents on behalf of a shareholder (including, without limitation, any deed of transfer of Ordinary Shares);

(f) converting any Excess Shares held in uncertificated form into certificated form, or vice versa or correcting any Excess Shares represented by depositary interests issued in uncertified form into shares in certificated form;

   (g)      paying costs and expenses out of proceeds of sale of the Excess Shares; 

(h) paying the net proceeds of sale of the Excess Shares to the member who held the Excess Shares; and

   (i)       changing any decision or determination or rule previously made. 
   175.5         an acquisition is a "Permitted Acquisition" if: 

175.5.1 (Recommended takeover) the Board consents to the acquisition (even if, in the absence of such consent, the acquisition would be a Prohibited Acquisition);

175.5.2 (Rule 9 takeover) the acquisition is made in circumstances in which the City Code, if it applied to the Company, would require an offer to be made as a consequence and such offer is made in accordance with Rule 9 of the City Code, as if it so applied;

175.5.3 (Acceptance of takeover offer) the acquisition results from acceptance of an offer under a takeover bid that is made in accordance with the general principles set forth in paragraphs (a), (b), (e) and (f) of article 3 of Directive 2004/25/EC of the European Parliament and the Council of 21 April 2004 on Takeover Bids;

175.5.4 (Approval by resolution of the Company) the acquisition was approved previously by an Ordinary Resolution passed by a general meeting of Members if no votes are cast in favour of the resolution by:

(a) the person proposing to make the acquisition and any persons acting in concert with him; or

(b) the persons (if any) from whom the acquisition is to be made any persons acting in concert with them.

Any votes cast in favour of the resolution by the persons referred to under (i) and (ii) shall be disregarded;

175.5.5 (Rights issues) the acquisition results from an issue of Ordinary Shares that satisfies all of the following conditions:

   (a)      the Company offers to issue Ordinary Shares; 

(b) offers are made to every person who holds Ordinary Shares to issue them with the percentage of Ordinary Shares to be issued that is the same as the percentage of Ordinary Shares that they hold before the issue;

   (c)      all of those persons have a reasonable opportunity to accept the offers made to them; 

(d) agreements to issue are not entered into until a specified time for acceptances of offers has closed;

   (e)      the terms of all the offers are the same. 

This exemption extends to an acquisition by a person as underwriter to the issue or sub underwriter;

175.5.6 (Underwriting of fundraising) the acquisition results from an issue of Ordinary Shares if the issue is to a person as underwriter to the issue or sub underwriter;

   175.5.7      (Wills) the acquisition results through a will or by law of succession; 

175.5.8 (Buy back) the acquisition is an acquisition of Ordinary Shares by the Company which results from a buy back in accordance with the Statutes and these Articles.

175.5.9 (Custodians, nominees and other trustees) the acquisition is by a custodian, nominee or bare trustee, solely in its capacity as custodian, nominee or bare trustee (as the case may be) and in circumstances where the custodian, nominee or bare trustee does not have the right (whether contingent or absolute) to exercise or direct the exercise of the voting rights attaching to the relevant Ordinary Shares and has no general control of them.

175.6 An acquisition is a "Prohibited Acquisition" if rules 4 (Restrictions on dealings), 5 (Timing restrictions on acquisitions), 6 (Acquisitions resulting in an obligation to offer a minimum level of consideration), 8 (Consequences of certain dealings) of the City Code or any part of rule 9 (The Mandatory Offer and its Terms) not directly addressed in articles 175.2.2 (a) or 175.2.2 (b), would in whole or part apply to the acquisition if the Company were subject to the City Code and the acquisition were made (or, if not yet made, would, if and when made, be) in breach of or otherwise would not comply with Rules 4, 5, 6, 8 or any part of rule 9 (not directly addressed in articles 175.2.2 (a) or 175.2.2 (b)) of the City Code.

175.7 The Board has full authority to determine the application of this Article, including as to the deemed application of the whole or any part of the City Code. Such authority shall include all discretion vested in the Panel as if the whole or any part of the City Code applied including, without limitation, the determination of conditions and consents, the consideration to be offered and any restrictions on the exercise of control. Any resolution or determination of, or decision or exercise of any discretion or power by, the Board or any Director or by the chairman of any meeting acting in good faith under or pursuant to the provisions of this Article shall be conclusive and binding on all persons concerned and shall not be open to challenge, whether as to its validity or otherwise on any ground whatsoever. The Board shall not be required to give any reasons for any decision, determination or declaration taken or made in accordance with this Article.

175.8 Any one or more of the Directors may act as the attorney(s) of any shareholder in relation to the execution of documents and other actions to be taken for the sale of excess Ordinary Shares determined by the Board under this Article.

175.9 If as a consequence of the Company redeeming or purchasing its own Ordinary Shares, there is a resulting increase in the percentage of the voting rights attributable to the Ordinary Shares held by a person or persons determined by the Board to be acting in concert and such an increase would constitute a breach of any Limit, such an increase shall be deemed a Permitted Acquisition.

175.10 In managing and conducting the business of the Company and in exercising and refraining from exercising any and all powers, rights and privileges from time to time vested in the Board, the Board shall use its reasonable endeavours:

175.10.1 to apply and have the Company abide by the General Principles of the City Code as though the Company were subject to the City Code;

175.10.2 in the event that any circumstances shall arise wherein (if the Company were subject to the City Code) the Company would be an offeree or otherwise the subject of an approach or the subject of a third party's statement of a firm intention to make an offer, to comply with and procure that the Company complies with the provisions of the City Code applicable to an offeree company and to the board of an offeree company mutatis mutandis as if the Company were subject to the City Code;

175.10.3 in the event (and in any case for so long as) that Board recommends to members of the Company or any class thereof any takeover offer made for any shares of the Company from time to time, to obtain the undertaking of the offeror(s) to comply with the provisions of the City Code in the conduct and execution of the relevant offer(s) mutatis mutandis as though the Company were subject to the City Code,

but recognising that the Panel on Takeovers and Mergers will not have jurisdiction (if and for so long as such may be the case). This Article 175.10 shall in all circumstances be subject to applicable law and to the Board being satisfied that the application of this Article 175.10 would, in any particular case, be likely to promote the success of the Company for the benefit of its members as a whole."

Dated: 30 July 2012

 
 Registered office:   By Order of the Board 
  6(th) floor                   Mark Hanlon 
  Kildare House                   Secretary 
  3 Dorset Rise 
  London 
  EC4Y 8EN 
 

Notes:

1. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, the Company specifies that only those members registered in the register of members of the Company at:

   --      10.00 am on 28 August 2012; or 

-- if this Meeting is adjourned, at 10.00 am on the day two days prior to the adjourned meeting,

shall be entitled to attend and vote at the Meeting.

2. As a member of the Company, you are entitled to appoint a proxy to exercise all or any of his/her rights to attend, speak and vote at the meeting, and you should have received a form of proxy. You can only appoint a proxy using the procedures set out in these notes and the notes to the form of proxy.

3. A proxy does not need be a member of the Company but must attend the Meeting to represent you. Details of how to appoint the Chairman of the Meeting or another person as your proxy using the form of proxy are set out in the notes to the form of proxy. If you wish your proxy to speak on your behalf at the Meeting, you will need to appoint your own choice of proxy (not the Chairman) and give your instructions directly to them.

4. You may appoint more than one proxy, provided that each proxy is appointed to exercise rights attached to a different shares. You may not appoint more than one proxy to exercise rights attached to any one share.

5. If you do not give your proxy an indication of how to vote on any resolution, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the Meeting. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution.

6. In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's register of members in respect of the joint holding (the first-named being the most senior).

7. Where there are joint holders of a share, any one of them may vote at any meeting either personally or by proxy in respect of the shares as if he were solely entitled to it, but if more than one joint holder is present at a meeting either personally or by proxy, that one of them whose name stands first in the register of members in respect of the share shall alone be entitled to vote in respect of it.

8. The notes to the form of proxy explain how to direct your proxy to vote on each resolution or withhold their vote. To appoint a proxy using the form of proxy, the form must be:

   --      completed and signed; 

-- sent or delivered to Computershare Investor Services plc, The Pavilions, Bridgwater Road, Bristol BS99 6ZY; and

   --      received by Computershare within the relevant cut-off period provided. 

In the case of a member which is a company, the form of proxy 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 form of proxy is signed (or a duly certified copy of such power or authority) must be included with the form of proxy.

9. To change your proxy instructions, simply submit a new proxy appointment using the methods set out above. Note that that 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.

If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence.

10. In order to revoke a proxy instruction, you will need to inform the Company be sending a signed hard copy notice clearly stating your intention to revoke your proxy appointment to Computershare Investor Services plc, PO Box 82, The Pavilions, Bridgwater 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 form of proxy is signed (or a duly certified copy of such power or authority) must be included with the revocation notice.

The revocation notice must be received by Computershare no later than 12 hours before the meeting.

If you attempt to revoke your proxy appointment but the revocation is received after the time specified then, subject to the paragraph directly below, your proxy appointment will remain valid.

Appointment of a proxy does not preclude you from attending the Meeting and voting in person. If you have appointed a proxy and attend the Meeting in person, your proxy appointment will automatically be terminated.

11. As at 6.00 pm on 30 July 2011, the Company's issued share capital comprised 262,104,003 ordinary shares of GBP0.04 each. Each ordinary share carries the right to one vote at a general meeting of the Company and, therefore, the total number of voting rights in the Company as at 6.00 pm on 30 July 2011 is 262,104,003.

12. The Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the form of proxy or if it is cast by the person chairing the meeting as proxy for a person who is entitled to vote in accordance with a direction on the form of proxy to vote as the proxy decides.

   13.            Holders of CDIs in the Australian register: 

Holders of CDIs will be permitted to attend the Meeting but may only vote by directing CHESS Depositary Nominees Pty Ltd ("CHESS" the Depositary Nominee in respect of the CDIs) to cast proxy votes in the manner directed in the CDI voting instruction form enclosed.

The CDI voting instruction, together with any power of attorney or other authority (if any) under which it is signed, or a notarially certified copy thereof, should be sent to:

Postal address:

Computershare Investor Services Pty Ltd

GPO Box 242

Melbourne, Victoria 3001 Australia

Fax number (within Australia): 1800 783 447

Fax number (from overseas): +61 3 9473 2555

so as to arrive by not later than 5.00pm Australian Western Standard Time (10:00am London time) on 27 August 2012 i.e. to allow CHESS sufficient time to lodge the combined proxies in the UK at least 48 hours before the time of the meeting.

Instructions for completing and lodging the CDI voting instruction form are appended to it.

You must be registered as the holder of CDIs as at 5.00pm Australian Western Standard Time (10:00am London time) on 27 August 2012 for your CDI voting instruction to be valid.

Should the meeting be adjourned then the deadline for revised voting instructions and the record date for determining registered holders of CDIs will be 72 hours before the time that the adjourned meeting recommences.

To obtain a copy of the CHESS Depositary Nominee's Financial Services Guide, go to www.asx.com.au/CDIs or phone 1300 300 279 if you would like one sent to you by mail.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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