Shires Smaller Companies PLC
13 April 2007
In accordance with listing rule 9.6.18 the following resolutions were passed at
the Annual General Meeting of Shires Smaller held on 3 April 2007.
At the 15th Annual General Meeting of the Company duly convened and held at
Trinity House, Tower Hill, London, EC3N 4DH at 11am on Tuesday 3 April 2007, the
following resolutions were passed, resolution 6 as an ordinary resolution and
resolutions 7 and 8 as special resolutions:
6. 'that with effect from the time of the passing of this
Resolution the Directors be and are hereby generally and unconditionally
authorised, pursuant to Section 80 of the Companies Act 1985 as amended ('the
Act'), to exercise all the powers of the Company to allot relevant securities
(as defined in said Section 80 of the Act) up to a maximum nominal amount of
£3,684,960 being equal to approximately one third of the ordinary shares in
issue, to such persons and at such times and on such terms as they think proper
during the period of five years from the date of the passing of this Resolution
and at any time thereafter pursuant to any offer or agreement made by the
Company before the expiry of this authority so that all previous authorities of
the Directors pursuant to the said Section 80 be and they are hereby revoked.'
7. 'that the Directors be and are hereby empowered
pursuant to Section 95 of the Companies Act 1985 as amended ('the Act') to
exercise all powers of the Company to allot equity securities for cash, pursuant
to the authority conferred by Resolution 6 considered at this Meeting and/or in
respect of an allotment of equity securities by virtue of section 94 (3A) of the
Act, as if Section 89(1) of the Act did not apply to any such allotment,
provided that this power shall be limited to:
(i) the allotment of equity securities in connection with a
rights issue or open offer or otherwise where such securities have been offered
to the holders of ordinary shares of 50p each in the capital of the Company in
proportion (as nearly as may be) to the respective holdings of ordinary shares
on a record date fixed by the Directors where it is, in the opinion of the
Directors, necessary or expedient to deal with problems under the laws of any
overseas territory or the requirements of any regulatory body or any Stock
Exchange in any overseas territory or in connection with fractional
entitlements; and
(ii) the allotment (otherwise than pursuant to (i) above) of
ordinary shares up to an aggregate nominal amount of £1,105,488, being equal to
approximately 10% of the ordinary shares in issue, at a price per share not less
than the fully diluted net asset value of an ordinary share in the Company
calculated as at the close of business on the immediately preceding business
day,
and shall, unless renewed or extended prior to such time, expire at the
completion of the Annual General Meeting of the Company in 2008 but so that this
power shall enable the Company to make offers or agreements before the expiry of
this power which would or might require equity securities to be allotted after
such expiry and the Directors may allot equity securities in pursuance of such
offers or agreements as if the power conferred hereby had not expired and for
this purpose words and expressions defined in or for the purpose of Part IV of
the Act shall bear the same meanings in this Resolution.'
8. 'that the Company be and it is hereby generally and
unconditionally authorised to make market purchases of any of its own ordinary
shares in such manner and upon such terms as the Directors of the Company may
from time to time determine, provided that:
(i) the maximum aggregate nominal value of the ordinary
shares hereby authorised to be acquired shall be limited to £1,657,126, being
equal to approximately 14.99% of the ordinary shares in issue;
(ii) the maximum price which may be paid for any ordinary
shares shall not exceed an amount equal to 105% of the average of the market
values of such ordinary shares for the five business days before the purchase is
made and the minimum price shall be 50p per ordinary share (in each case
exclusive of expenses); and
(iii) the authority hereby conferred shall expire (unless
previously revoked or renewed) at the close of business on 3 April 2008 or at
the conclusion of the next Annual General Meeting of the Company held after the
passing of this Resolution, whichever is the later, provided that the Company
may before such expiry make any contract or purchase for ordinary shares which
would or might be executed wholly or partly after the expiry of such authority
and the Company may make such a purchase in pursuance of such contract as if the
authority hereby conferred had not expired.'
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