Annual Financial Report

Registration number 3687441 Analyst Investment Management Plc Directors' report and financial statements for the year ended 30 November 2009 Analyst Investment Management Plc Company information Directors Bharat Amin Robert Lambourne Surbjit Chadda Secretary Surbjit Chadda Company number 3687441 Registered office 49 Wokingham Road Earley Reading Berkshire RG6 1LG Registrar Capita Financial Administration Limited Customer Service Centre 2 The Boulevard City One Office Park Gelderd Road Leeds LS12 6NT Auditors Sedley Richard Laurence Voulters Chartered Accountants 1 Conduit Street London W1S 2XA Bankers Barclays Bank Plc 1st Floor 99 Hatton Garden London EC1N 8DN SG Hambros Bank Ltd SG House 41 Tower Hill London EC3N 4SG Contents Page Chairman's Statement 4 - 6 Directors' report 7 - 9 Auditors' report 10 - 11 Profit and loss account 12 Balance sheet 13 Cash flow statement 14 Notes to the financial statements 15 - 19 Notice of Annual General Meeting 20 - 22 Proxy Forms 23 - 24 Analyst Investment Management Plc Chairman's Statement for the year ended 30 November 2009 Performance Review The company made a loss in the year to 30th November 2009 of £32,391 (2008: £65,652) after interest and tax. This resulted in a decreased loss per share of 0.439 pence (2008: 0.89 pence) following a substantial increase in fees from £41,160 in 2008 to £95,607. Administrative expenses were kept under control and remained in line with the previous year. Savings would have been greater had we not incurred substantial legal and professional costs dealing with the previous investment manager, the regulatory authorities, and organising the transfer of the Authorised Corporate Director (ACD) from Capita ACD Services Ltd (Capita) to Marlborough Fund Managers Ltd (Marlborough), The value of funds under management fell from approximately £5.158 million at 1st December 2008 to around £4.968 million at 30th November 2009. CF Analyst UK was voted Number 1 Fund for the calendar year 2008 by both the Daily Telegraph and the publication This is Money. The value of the Fund at 30th November 2009 was down by 5.05% compared to FTSE which was down by 4.42% since launch on 1st December 2005. Two additional investment managers have been appointed. Paul Cosgrove (44), who previously worked for BZW Stockbrokers, and Vicente Mancheno Sagrario (46), who previously worked for Credit Suisse Private Bank in Gibraltar and is a former member of the Spanish Stock Exchange. Paul and Vicente have been approved by the FSA and bring with them £6 million of investment funds for management. In addition, we are currently discussing the terms of an arrangement with Sandeep Jaitly (30), a research analyst and fund manager who previously worked for Crispin Odey and Soditic. Sandeep has passed his investment management examinations and is individually approved by the FSA. He is setting up a Gold Fund to generate additional income from holding physical gold with a target of US$5 million to be launched on 1 April 2010. The proposed gold fund has the support of a leading international authority on gold and is also supported by other gold market experts. We have entered into an informal arrangement with Hargreave Hale, stockbrokers and fund managers, who will provide the company with research material and from time to time will invite us to attend briefings to institutions by quoted companies. Our relocation to Reading was completed during the financial year, and the previous investment manager departed on 30th November 2009. These two events will save the company £45,000 in annual costs. CF Analyst UK Fund Following the collapse of the major US investment bank, Lehman's, in September 2008, the markets and financial systems across the globe were in meltdown mode. There was potential risk of systematic failure in the banking system. Availability of capital was scarce, interbank lending disappeared, businesses started to grind to a halt, and equity and bond markets were in freefall. Accordingly, a decision was taken to maintain a high level of liquidity until conditions improved sufficiently to enable us to take investment decisions with a greater degree of certainty. This strategy has been vindicated by the fund having out-performed its peers for the calendar year 2008, and as a result we earned performance fees of £58,724. Furthermore, we did not have any material redemptions or loss of investors during 2009. The Authorised Corporate Director (ACD) Agreement between Analyst Investment Management plc (AIM) and Capita expired on 1 December 2008, and since that time we have been in discussions with Capita in order to achieve a smooth handover of the ACD function from them to Marlborough. An ACD Agreement between AIM and Marlborough was signed and it was expected the transfer would take place before 28th February 2010. However, Capita sent us a Notice of Termination which came into effect on 17th February 2010, at which point they appointed new managers to the Fund. The reason Capita have given for their decision is that they consider our recent investment strategy document to be unsatisfactory, which they regard as a breach of their agreement with us. We are in discussions with Marlborough and lawyers to decide what action to take to remedy the situation. Investment Review During this financial year the collective fund, CF Analyst UK Fund, increased its assets by £483,603 from £3.864m to nearly £4.352 million. The Fund achieved a return of 11.63% (2008: negative 14.58%), and negative 5.05% (2008: negative 9.91%) since the launch date on 1st December 2005. The benchmark performance of the FTSE All Share Index in 2009 was 24.11% (2008: negative 31.93%), and since the launch date negative 4.42% (2008: negative 13.57%). As previously mentioned, a decision was taken to remain substantially liquid pending a return to a less volatile investment environment. In recent weeks, however, there has been an improvement to market conditions. Accordingly, we have sold our investments in Dr Pepper and Cadburys, and reduced our holding in Games Workshop. Investments were made in BP, Vodafone, RTZ, Glaxo, GKN, Provident Life, British Land, National Grid, Scottish and Southern, and BAT. Outlook Our new investment managers, Paul Cosgrove and Vicente Sagrario, are bringing with them funds for investment in excess of £6 million in the first half of the year, with a prospect of substantially more by the end of the financial year. We also look forward to completing an agreement with Sandeep Jaitly prior to the anticipated launch of the Gold Fund on 1st April 2010. We are going to write to all the investors in the CF Analyst UK Fund and recommend that they move to Hargreave Hale where we plan to set up individual client accounts. We have received indications that investors representing over 40% of the fund will move their accounts. It is with regret that I have to announce that Mr R E Lambourne will be stepping down from the Board with effect from the date of the Annual General Meeting. He and I agreed in the autumn of 2009 that he would resign as a director to allow him to spend more time on his other business interests once we had achieved a number of objectives. The board is recommending the appointment of Mr D J L King as a non-executive director to replace Mr Lambourne, effective from the date of the AGM. The arrangements we have concluded with Paul and Vicente, and we hope to conclude with Sandeep, now allow us to make these changes. I would like to thank Mr Lambourne for his contribution whilst on the board. Mr Lambourne has undertaken to retain his shareholding for a minimum of two years from the date of the AGM. After more than three years dealing with time consuming personnel and other administrative issues, we now have a team who are dedicated with clear objectives, and focussed on building a quality fund management business. This will give us an opportunity now to organise an active marketing campaign to attract new funds. With UK base rates at historical lows of 0.5% we plan to invest some of the liquid funds in corporate bonds and alternative investments to generate better investment income and capital growth. Because of the steps achieved this year, as described above, we now have the platform to develop the business. I am confident this should result in an improved performance. The slow economic improvement which seems to be happening in the UK provides a further positive reason for confidence. Chairman. Bharat Amin. 2 March 2010 Directors' Report for the year ended 30 November 2009 The directors present their report and the financial statements for the year ended 30 November 2009. Principal activity The principal activity of the company was the provision of discretionary investment management services. Results and dividends The results for the year are disclosed in the profit and loss account. At the year end, the company had £4.968 million of funds under management. The directors are unable to recommend payment of a final dividend. Review of the business and future developments A business review for the year and future developments are set out in the Chairman's statement. Principal risks and uncertainties The directors continue to assess the risks facing the company of having one main revenue stream and have identified other revenue streams which are being reviewed at present. Going concern The financial statements have been prepared on the going concern basis. The directors gave due consideration to the going concern and liquidity risk guidance issued by the Financial Reporting Council. Following their assessment, the directors believe that there is currently no risk to the going concern status of the company as the company has more than sufficient cash reserves to meet its expenses over the next 12 months. Payments of creditors It is the company's policy to settle trade liabilities in accordance with the terms and conditions of its suppliers. At 30 November 2009, the average number of days' credit obtained from suppliers was 15 days (2008: 15 days). Key Performance Indicators The financial key performance indicators relate to the results reported for the year which are disclosed in the Chairman's report. The non-financial key performance indicators relate to fund management services provided which are disclosed in the Chairman's report. Post balance sheet events On 17 February 2010 Capita Financial Managers Limited, as the Authorised Corporate Director of the CF Analyst UK Fund, terminated their Investment Advisory Agreement with Analyst Investment Management plc as the investment manager of the fund. Full details of this are reported in the Chairman's statement. In December 2009 Mr Ade Roberts, a previous director and employee of the company has brought an employment tribunal claim against the company for unfair dismissal. The company's solicitors are reviewing the position of the claim. In the opinion of the directors the claim will be unsuccessful. IFRS Adoption The company does not currently intend to adopt IFRS until it is required to do so. Directors and their interests The directors who served during the year and their interests in the company are as stated below: 30/11/09 30/11/08 Bharat Amin (1) 2,140,752 2,140,752 Robert Lambourne 638,334 638,334 Surbjit Chadda - - Ade Roberts (resigned 12 February 2009) - 46,666 (1) Including shares held by Mrs Mina Amin, spouse of Bharat Amin Substantial shareholders In addition to the directors' interests disclosed above, the company has been notified of the following holdings of 3% or more in the ordinary issued share capital of the company at 30 November 2009: Number of Percentage of ordinary share shares capital Rowanmoor Trustees Limited 966,666 13.10 Brewin Nominees Limited 866,167 11.74 G Black 460,000 6.23 T Black 460,000 6.23 M Wallace & A Wallace 417,894 5.66 D McGregor 333,333 4.52 P Winkworth 333,333 4.52 Financial assets The company's principal financial instruments comprise mainly of cash. Market Risks The company could be exposed to potential changes in global markets and economic conditions that may be caused by fluctuations in monetary policy resulting in increase in interest rates. The increased market volatility may affect the valuation of our trading and investment positions. Currency Risk The company's income and expenses are denominated in sterling. Accordingly, the company is not exposed to any significant currency risk. Liquidity Risk The company has sufficient cash to meet its operational requirements. Credit Risk The company is exposed to credit risk to the extent that the prime broker and custodian may be unable to fulfil their contractual obligations. This risk, however, is considered minimal. Regulatory Risk The company operates within a highly regulated business sector. Any change to regulatory and legislative policies could have an impact on the company. Directors' Report for the year ended 30 November 2009 Management of risks The directors continue to assess the risks facing the company and the risks associated with investments are closely monitored by the directors. Both the securing of new business and maintaining existing relationships are essential to the company's success. Directors' responsibilities Directors are responsible for preparing the financial statements in accordance with regulations, and United Kingdom Generally Accepted Accounting Practice and applicable laws within it. Company law requires the directors to prepare financial statements for each financial year which give a true and fair view of the state of the affairs of the company and of the profit or loss of the company for that year. In preparing the financial statements the directors are required to: - select suitable accounting policies and apply them consistently; - make judgements and estimates that are reasonable and prudent; - state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements; - prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. The directors are responsible for keeping proper accounting records that disclose with reasonable accuracy at any time the financial position of the company, and enables them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and for taking reasonable steps for the prevention and detection of fraud and other irregularities. The directors are also responsible for the maintenance and integrity of the corporate and financial information included on the company's website. It is important to bear in mind that legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions. Statement of disclosure to auditor So far as the directors are aware there is no relevant information of which the company's auditors are unaware, and the directors have taken all the steps that they ought to have taken as directors in order to make themselves aware of any relevant audit information and to establish that the company's auditors are aware of that information. Auditors A resolution proposing the re-appointment of Sedley Richard Laurence Voulters as auditors of the company will be put to the Annual General Meeting. This report was approved by the directors on 2 March 2010 and signed on their behalf by ................................. S S Chadda Director Independent auditors' report to the shareholders of Analyst Investment Management Plc We have audited the financial statements of Analyst Investment Management Plc for the year ended 30 November 2009 which comprise the Profit and Loss Account, the Balance Sheet, the Cash Flow Statement and the related notes 1 to 18. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice). This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed. Respective responsibilities of directors and auditors As described in the Statement of Directors' Responsibilities on page 9 the company's directors are responsible for the preparation of the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice) and for being satisfied that they give a true and fair view. Our responsibility is to audit the financial statements in accordance with relevant legal and regulatory requirements and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board's Ethical Standards for Auditors. Scope of the audit of the financial statements An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: whether the accounting policies are appropriate to the company's circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the directors; and the overall presentation of the financial statements. Opinion on financial statements In our opinion the financial statements: - give a true and fair view of the state of the company's affairs as at 30 November 2009 and of its loss for the year then ended; - have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and - have been prepared in accordance with the requirements of the Companies Act 2006. Independent auditors' report to the shareholders of Analyst Investment Management Plc (continued) Opinion on other matters prescribed by the Companies Act 2006 In our opinion the information given in the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements. Matters on which we are required to report by exception We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion: - adequate accounting records have not been kept, or returns adequate for the audit have not been received from branches not visited by us; or - the financial statements are not in agreement with the accounting records and returns; or - certain disclosures of directors' remuneration specified by law are not made; or - we have not received all the information and explanations we require for our audit. Date: 2 March 2010 Senior Statutory Auditor 1 Conduit Street on behalf of Sedley Richard Laurence Voulters London Statutory Auditor W1S 2XA Profit and loss account for the year ended 30 November 2009 2009 2008 Notes £ £ Turnover 2 95,607 41,160 Cost of sales (36,249) (36,738) _______ _______ Gross profit 59,358 4,422 Administrative expenses (98,550) (97,821) _______ _______ Operating loss 3 (39,192) (93,399) Other interest receivable and similar income 4 6,801 27,747 _______ _______ Loss on ordinary activities before taxation (32,391) (65,652) Tax on loss on ordinary 6 - - activities _______ _______ Loss for the year (32,391) (65,652) _______ _______ Earnings per share (pence) 7 (0.439) (0.890) _______ _______ The profit and loss account has been prepared on the basis that all operations are continuing operations. There are no recognised gains or losses other than the profit or loss for the above two financial years. Balance sheet as at 30 November 2009 2009 2008 Notes £ £ £ £ Current assets Debtors 8 12,464 12,025 Cash at bank and in hand 462,300 496,862 _______ _______ 474,764 508,887 Creditors: amounts falling due within one year 9 (3,500) (5,232) _______ _______ Net current assets 471,264 503,655 _______ _______ Net assets 471,264 503,655 _______ _______ Capital and reserves Called up share capital 10 184,444 184,444 Share premium account 1,100,642 1,100,642 Profit and loss account 11 (813,822) (781,431) _______ _______ Equity shareholders' funds 12 471,264 503,655 _______ _______ The financial statements were approved by the directors on 2 March 2010 and signed on their behalf by ................................. S S Chadda Director Company Registration No. 3687441 Cash flow statement for the year ended 30 November 2009 2009 2008 Notes £ £ Reconciliation of operating loss to net cash outflow from operating activities Operating loss (39,192) (93,399) Decrease in debtors (439) (5,208) Decrease in creditors (1,732) (15,300) _______ _______ Net cash outflow from operating activities (41,363) (113,907) _______ _______ Cash flow statement Net cash outflow from operating activities (41,363) (113,907) Returns on investments and servicing of 15 6,801 27,747 finance _______ _______ Decrease in cash in the year (34,562) (86,160) _______ _______ Reconciliation of net cash flow to movement 16 in net debt Decrease in cash in the year (34,562) (86,160) Net funds at 1 December 2008 496,862 583,022 _______ _______ Net funds at 30 November 2009 462,300 496,862 _______ _______ Notes to the financial statements for the year ended 30 November 2009 1. Accounting policies 1.1. Accounting convention The financial statements are prepared under the historical cost convention in accordance with applicable United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice) which have been applied consistently and the Companies Act 2006. 1.2. Turnover Turnover by the company comprises management fees from segregated accounts and collective fund. Investment management charges on the segregated accounts are due and payable annually in arrears if a cash return is achieved. Out performance fees are paid only at the end of the investment period and are based on the investments in the segregated accounts and collective fund outperforming the FT All Share Index. Investment management charges on the CF Analyst UK Funds are paid monthly in arrears, and the performance fee is paid annually in arrears and is based on out-performance of the FT All Share Index. 1.3. Leasing Rentals payable under operating leases are charged against income on a straight line basis over the lease term. 1.4. Deferred taxation Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date where transactions or events have occurred at that date that will result in an obligation to pay more, or a right to pay less or to receive more, tax, with the following exceptions: deferred tax assets are recognised only to the extent that the directors consider that it is more likely than not that there will be suitable taxable profits from which the future reversal of the underlying timing differences can be deducted. Deferred tax is measured on an undiscounted basis at the tax rates that are expected to apply in the periods in which timing differences reverse, based on tax rates and laws enacted or substantively enacted at the balance sheet date. 2. Turnover The company's turnover for the year derives from the fund management activities carried out in the UK. 2009 2008 £ £ Class of business Fund management fees 95,607 41,160 _______ _______ The turnover for 2009 includes the performance fee of £58,724 earned in the year to 30 November 2008. 3. Operating loss 2009 2008 £ £ Operating loss is stated after charging: - Operating lease rentals 30,000 30,000 _______ _______ The auditors' remuneration: - Audit of accounts 3,500 5,000 _______ _______ 4. Interest receivable and similar income 2009 2008 £ £ Bank interest 6,801 27,747 _______ _______ 5. Employees Number of employees The average monthly numbers of employees 2009 2008 (including directors) during the year were: Number Number Management 4 4 _______ _______ Employment costs 2009 2008 £ £ Wages and salaries 29,910 30,009 Social security costs 3,113 3,144 _______ _______ 33,023 33,153 _______ _______ 5.1. Directors' emoluments 2009 2008 £ £ Remuneration and other emoluments 29,910 30,009 _______ _______ In addition fees of £18,000 (2008: £18,000) were paid to Mr Bharat Amin and £6,000 (2008: £6,000) to Mr Robert Lambourne, which was paid to his personal company. 6. Taxation on ordinary activities No taxation arises on the results for the year. Unrelieved operating tax losses of approximately £770,695 (2008: £737,902) remain available for offset against future taxable trading profits. 7. Earnings per share The loss per share is based on the loss after taxation of £32,391 and the weighted average number of ordinary shares of 2.5p each in issue during the period of 7,377,777. There are no financial instruments with dilutive effects. 8. Debtors 2009 2008 £ £ Trade debtors 3,012 2,450 Prepayments and accrued income 9,452 9,575 _______ _______ 12,464 12,025 _______ _______ 9. Creditors: amounts falling due 2009 2008 within one year £ £ Accruals and deferred income 3,500 5,232 _______ _______ 10. Share capital 2008 2007 £ £ Authorised equity 10,000,000 Ordinary shares of 2.5 pence each 250,000 250,000 _______ _______ Allotted, called up and fully paid equity 7,377,777 Ordinary shares of 2.5 pence each 184,444 184,444 _______ _______ 11. Statement of movement on the Profit & loss account Profit & Loss Account £ Balance at 1 December 2008 (781,431) Loss for year (32,391) _______ Balance at 30 November 2009 (813,822) _______ 12. Reconciliation of movements in shareholders' funds 2009 2008 £ £ Loss for the year (32,391) (65,652) _______ _______ Net deduction from shareholders' funds (32,391) (65,652) Opening shareholders' funds 503,655 569,307 _______ _______ Closing shareholders' funds 471,264 503,655 _______ _______ 13. Financial commitments At 30 November 2009 the company had annual commitments under non-cancellable operating leases as follows: Plant and Plant and Machinery Machinery 2009 2008 £ £ Expiry date: Within one year 192 459 Between one and five years - 192 _______ _______ 192 651 _______ _______ 14. Related party transactions Rent of £30,000 (2008: £30,000) and directors fees of £18,000 (2008: £18,000) were invoiced by Angel Morgan Limited, a company owned by Mr Bharat Amin and who is a director of this company. The director's fees were disclosed in note 5.1 on page 17. Accountancy fees of £9,000 (2008: £9,000) were invoiced by Berkshire Properties Limited, a company in which Mr Surbjit Chadda has a shareholding and who is a director of this company. At the year end there were no amounts outstanding. 15. Gross cash flows 2009 2008 £ £ Returns on investments and servicing of finance Interest received 6,801 27,747 _______ _______ 16. Analysis of changes in net funds Opening Cash Closing balance flows balance £ £ £ Cash at bank and in hand 496,862 (34,562) 462,300 _______ _______ _______ Net funds 496,862 (34,562) 462,300 _______ _______ _______ 17. Post balance sheet event On 17 February 2010 Capita Financial Managers Limited, as the Authorised Corporate Director of the CF Analyst UK Fund, terminated their Investment Advisory Agreement with Analyst Investment Management plc as the investment manager of the fund. Full details of this are reported in the Chairman's statement. In December 2009 Mr Ade Roberts, a previous director and employee of the company has brought an employment tribunal claim against the company for unfair dismissal. The company's solicitors are reviewing the position of the claim. In the opinion of the directors the claim will be unsuccessful. 18. Ultimate controlling party There is no ultimate controlling party. ANNUAL GENERAL MEETING Notice is hereby given that the Annual General Meeting of Analyst Investment Management Plc will be held at the offices of Sedley Richard Laurence Voulters, Chartered Accountants, 1 Conduit Street, London.W1S 2XA on Thursday, 25 March 2010 at 11.30 a.m. for the following purposes: Ordinary business 1. To receive the reports of the directors and auditors and the financial statements for the year ended 30 November 2009. 2. To reappoint Sedley Richard Laurence Voulters, Chartered Accountants, as auditors to hold office from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting at which financial statements are laid before the members. 3. To authorise the directors to fix the remuneration of the auditors. 4. To re-elect Mr S S Chadda as a director, who is retiring by rotation, as a director. Special Business To consider and, if thought fit, to pass resolution 5 as an ordinary resolution and resolutions 6 and 7 as special resolutions. 5. That the directors be generally and unconditionally authorised pursuant to section 551 of the Companies Act 2006 to exercise all the powers of the company to allot, grant options and/or warrants over or otherwise deal with or dispose of the unissued share capital of the company provided that the authority hereby given: (a) shall be limited to unissued shares in the share capital of the company having an aggregate nominal value of £50,000; and (b) shall expire at the end of the next Annual General Meeting of the company to be held in 2011 unless previously renewed or varied save that the directors may, notwithstanding such expiry, allot, grant options and/or warrants over or otherwise deal with or dispose of any shares under this authority in pursuance of an offer or agreement so to do made by the company before the expiry of this authority. Special Resolutions 6. Subject to the passing of the preceding ordinary resolution the directors be and they are hereby empowered pursuant to section 570 and section 573 of the Companies Act 2006 to allot equity securities (as defined in section 560 of that Act) for cash pursuant to the authority conferred in that behalf by the preceding ordinary resolution, as if section 561(1) of that Act did not apply to any such allotment, provided that this power shall be limited: (a) to the allotment of equity securities in connection with a rights issue in favour of ordinary shareholders where the equity securities respectively attributable to the interests of all ordinary shareholders are proportionate (as nearly as may be) to the respective numbers of ordinary shares held by them subject only to such exclusions or other arrangements as the directors may deem necessary or expedient to deal with fractional entitlements; and ANNUAL GENERAL MEETING .................... continued (b) to the allotment (otherwise than pursuant to subparagraph (a) above) of equity securities up to an aggregate nominal amount of £9,222 representing 5% of the present issued share capital of the company; and shall expire on the date of the next Annual General Meeting of the company or 15 months from the passing of this resolution, whichever is the 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 board may allot equity securities in pursuance of such an offer or agreement as if the power conferred hereby had not expired. 7. Pursuant to article 51.2 of the company's articles of association that the company be and is hereby unconditionally and generally authorised to make market purchases (as defined in section 693(4) of the Companies Act 2006) of ordinary shares of 2.5 pence each in the capital of the company, provided that: (a) The maximum number of ordinary shares hereby authorised to be acquired is 1,105,928 representing 14.99% of the present issued share capital of the company as at 2 March 2010; (b) The minimum price which may be paid for such shares is 2.5 pence per share which amount shall be exclusive of expenses; (c) The maximum price which may be paid for such shares is, in respect of a share contracted to be purchased on any day, an amount (exclusive of expenses) equal to 105% of the average of the middle market quotations for an ordinary share of the company taken from the Daily Official List of The London Stock Exchange on the ten business days immediately preceding the day on which the share is contracted to be purchased; (d) the authority hereby conferred shall expire at the conclusion of the next Annual General Meeting or fifteen months from the passing of this resolution, whichever is the earlier; and (e) the company may make a contract to purchase its own 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 shares in pursuance of any such contract. By order of the Board Analyst Investment Management Plc Company Secretary Registered office: 49 Wokingham Road Earley Reading Berkshire RG6 1LG Dated this 2 March 2010 ANNUAL GENERAL MEETING .................... continued Notes: i. A member entitled to attend and vote at the Meeting may appoint one or more proxies to attend and, on a poll, to vote instead of him/her. A proxy need not be a member of the company. ii. A form of proxy is provided with this notice. To be valid, proxies must be received at 49 Wokingham Road, Reading, Berkshire. RG6 1LG no later than 48 hours before the time fixed for the Meeting. iii. Please indicate how you wish your votes to be cast by placing a cross in the appropriate spaces. Unless otherwise indicated the proxy will vote as he/she thinks fit or will abstain (including any other matter which may properly come before the meeting.) iv. Completion and return of this form of proxy will not prevent a member from attending the Meeting and voting in person should the member wish to do so. v. There will be available for inspection at the Registered Office during normal business hours from the date of this notice to the date of the Annual General Meeting and at the place of the Meeting for 15 minutes prior to and during the Meeting, the Register of Directors' Interests and copies of the director's service contracts. PROXY FORM I/We (Note 8)______________________________________________________(block letters please) of ______________________________________________________________________________ being a member/members of Analyst Investment Management plc ("the Company") hereby appoint [ ] or, failing him, the duly appointed Chairman of the Meeting or (Note 5) _______________________ as my/our proxy to vote for me/us and on my/our behalf at the Annual General Meeting of the Company to be held at the offices of Sedley Richard Laurence Voulters, Chartered Accountants, 1 Conduit Street, London.W1S 2XA on Thursday, 25 March 2010 at 11.30 a.m. and at any adjournment thereof, in the manner specified below. RESOLUTIONS DESCRIPTION FOR AGAINST To receive the directors' report and Resolution No. 1 accounts for the year ended 30 November 2009 and the auditors report therein To re-appoint Sedley Richard Resolution No. 2 Laurence Voulters as auditors of the Company Resolution No. 3 To authorise the directors to fix the remuneration of the auditors. Resolution No. 4 To re-appoint Mr S S Chadda as Director Authority to allot, grant options and/or warrants, or Resolution No. 5 otherwise dispose of the unissued share capital of the company. Authority to allot shares in connection with a rights issue Resolution No. 6 or otherwise. Resolution No. 7 Authority to purchase ordinary shares of the company. Signature ________________ Dated ________________ 2010 PROXY FORM .................... continued Notes: 1. Please indicate by an `X' in the space provided how you wish your votes to be cast. Without such directions the proxy will vote or abstain at his/her discretion. 2. In the case of a corporation, this form of proxy must be given under the common seal, or under the hand of an officer, attorney or other person duly authorised to sign it. 3. In the case of joint holders, the vote of the senior who tenders the vote will be accepted to the exclusion of all others, seniority being determined by the order in which names stand on the Register of Members. 4. To be valid, this form of proxy, duly executed, and the power of attorney or other authority (if any) under which it is executed or a certified copy of such power or authority must be received at 49 Wokingham Road, Reading, Berkshire. RG6 1LG no later than 48 hours before the time appointed for the Meeting. 5. If a member wishes to appoint any other person to act as proxy, insert the name in the space provided and strike out all other appointees. The proxy need not be a member of the Company. 6. Completion of this form will not preclude you from attending and voting at the Meeting if you wish. 7. Any alteration to this form of proxy must be initialled. 8. Please insert your name and address.

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