EGM Statement

ITIS Holdings PLC 27 February 2004 ITIS Holdings plc ('ITIS' or the 'Company') Results of extraordinary general meetings Repurchase of shares The Company announces that at the extraordinary general meetings ('EGMs') held earlier today, all resolutions proposed were duly passed. The directors of ITIS (the 'Directors') were, therefore, authorised to enter into the draft agreement (the 'Share Purchase Agreement') pursuant to which the Company repurchases 2,277,215 ordinary shares of 2p each in the Company (' Ordinary Shares') (the 'Shares') at a price of 20p per Share from Minorplanet Systems PLC (the 'Buy Back'). Further to the EGMs, the Share Purchase Agreement has been completed and the Company has, effective today, repurchased the Shares. The Shares are to be held by the Company in treasury and, as at today's date will represent the totality of Ordinary Shares held in treasury by the Company. The number of Ordinary Shares in issue outside treasury is 96,243,669. The EGMs also granted the Directors a general power to repurchase up to a further 7,664,873 Ordinary Shares on an on-market basis (the 'General Authority '). Amongst the resolutions passed at the EGMs was an ordinary resolution (the ' Whitewash Resolution') approving the waiver by the Panel on Takeovers and Mergers of the requirement for Stuart Marks (a director of the Company) and persons with whom he is deemed to be acting in concert (the 'Concert Party') to make a mandatory offer for the Company as a result of (i) the Buy Back being effected and / or (ii) the Directors exercising their powers under the General Authority. The Whitewash Resolution was passed on a poll of ITIS shareholders excluding the Concert Party. Following completion of the Buy Back, the Concert Party have an aggregate shareholding of 31,211,935 Ordinary Shares representing approximately 32.43 per cent of the issued Ordinary Shares not held in treasury. On the assumption that Stuart Marks exercises his options over 1,500,000 Ordinary Shares currently held by the ITIS Employee Benefit Trust and the number of Ordinary Shares held in treasury by ITIS remains at 2,277,215, the aggregate shareholding of the Concert Party will increase to 32,711,035 Ordinary Shares representing approximately 33.99 per cent of the issued Ordinary Shares not held in treasury. Enquiries: ITIS Holdings plc Stuart Marks, Chief Executive Telephone: 0161 929 3600 Citigate Dewe Rogerson Ginny Pulbrook Telephone: 020 7638 9571 This information is provided by RNS The company news service from the London Stock Exchange
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