Result of AGM

McInerney Holdings PLC
10 May 2007

10th May 2007



McInerney Holdings plc



Annual General Meeting held on Wednesday, 9th May 2007



All Resolutions proposed at the Annual General Meeting of the Company held on
9th May 2007 were duly passed, including the following items of special
business:





Resolution 6

That the authorised share capital of the Company be increased by €1,250,000 by
the creation of 10,000,000 new Ordinary Shares of €0.125 each.





Resolution 7

That effective 6.00p.m. 18.05.2007 (and on or before such time and date, in
respect of the securities as sub-divided referred to herein, application having
been made to the Irish Stock Exchange and the UK Listing Authority for admission
to dealing on the Irish Stock Exchange and the Official List of the UK Listing
Authority and for admission to trading on the main market for securities of  the
London Stock Exchange) (the 'Effective Date') each existing Ordinary Share of
€0.125 in the capital of the Company whether issued or unissued (including, for
the avoidance of doubt, the Ordinary Shares created pursuant to Resolution 6
contained in the notice of this meeting) be and is hereby sub-divided into 5
Ordinary Shares of €0.025 each.





Resolution 8

That the Memorandum of Association of the Company be amended with effect from
the Effective Date (as defined in Resolution 7 contained in the Notice of the
Meeting) by the deletion of the existing Clause 5 and the insertion of a new
Clause 5 as follows:

            '5.  The share capital of the Company is €6,875,000. divided into
275,000,000 Ordinary Shares of €0.025 each.  The share capital may be reduced,
increased, consolidated and divided into shares of larger amounts than its
existing shares or sub-divided and any of the increased share capital of any
part thereof, may be issued as ordinary, preference, deferred or guaranteed
shares with such preferences, rights, privileges or conditions or subject to
such restrictions or limitations as may be determined by Special Resolution of
the Company.'



Resolution 9

That the Articles of Association of the Company be amended with effect from the
Effective Date (as defined in Resolution 7 contained in the notice of this
meeting) by the deletion of the existing Article 2 and the insertion of a new
Article 2 as follows:

            '2.  The capital of the Company is €6,875,000. divided into
275,000,000 Ordinary Shares of €0.025 each (the 'Ordinary Shares').'















Resolution 10

That the Directors be and they are hereby generally and unconditionally
authorised, in substitution for all such existing authorise to exercise all
powers of the Company to allot relevant securities (within the meaning of
section 20 of the Companies (Amendment) Act 1983) up to an aggregate nominal
amount equal to the authorised but unissued share capital for the time being
from the date hereof up to and including 08.08.2008 on which date such authority
shall expire, provided that the Company may before such expiry make an offer or
agreement which would or might require relevant securities to be allotted after
such expiry and the Directors may allot relevant securities in pursuance of such
offer or agreement as if the authority hereby conferred had not expired.









Resolution 11

That the Directors be empowered pursuant to section 24 of the Companies
(Amendment) Act 1983 to allot equity securities (as defined by section 23 of the
Companies (Amendment) Act 1983) for cash pursuant to the authorities conferred
by such resolution as if sub-section (1) of the said section 23 did not apply to
any such allotment provided that the powers by this resolution shall be limited
to:

(a)    the allotment of equity securities including, without limitation, any
shares purchased by the Company under the Companies Act 1990 and held as
treasury shares in connection with any offer of securities open for any period
fixed by the Directors by way of rights, open offer or otherwise in favour of
ordinary shareholders and/or any person having a right to subscribe for or
convert securities into Ordinary Shares in the capital of the Company
(including, without limitation, any holders of options under any share option
scheme of the Company for the time being) and subject to such exclusions or
other arrangement the Directors may deem necessary or expedient in relation to
legal or practical problems under the laws of, or the requirements of nay
recognised body or stock exchange in, any territory, and;

(b)   (in addition to the authority conferred by paragraph (a) of this
resolution) the allotment of equity securities up to a maximum of 10,014,171
shares of €0.025 each (if Resolutions 6, 7, 8 and 9 contained in the notice of
the meeting are passed) or of 2,002,834 shares of €0.125 each (if Resolutions 6,
7, 8 and 9 contained in the notice of the meeting are not passed).
The power hereby conferred shall expire on the date of the next Annual General
Meeting of the Company unless such power shall be renewed in accordance with and
subject to the provisions of the said section 24.
The Company may, before such expiry, make an offer or agreement which would or
might require any such securities to be allotted after such expiry and the
Directors may allot equity securities in pursuance of such offer or agreement as
if the powers conferred hereby had not expired.







Resolution 12

That the Company and/or any subsidiary (as such expression is defined by section
155 of the Companies Act, 1963) of the Company is hereby generally authorised to
make market purchases (as defined by section 212 of the Companies Act, 1990) of
shares of any class of the Company ('Shares') on such terms and conditions and
in such manner as the Directors may determine from time to time but subject,
however, to the provisions of the Companies Act 1990 and to the following
restrictions and provisions:

(a)    the aggregate nominal value of the Shares authorised to be acquired
pursuant to this resolution shall not exceed 10 per cent of the aggregate
nominal value of the issued share capital of the Company as at the close of
business on the date of the passing of this resolution;

(b)    the minimum price which may be paid for any Share shall be an amount
equal to the nominal value thereof;

(c)    the maximum price which may be paid for any Share (a 'Relevant Share')
shall be an amount equal to 105 per cent of the average of the ten amounts
resulting from determining whichever of the following ((A), (B) or (C) below) in
relation to shares of the same class at the Relevant Share shall be appropriate
for each of the ten consecutive business days immediately preceding the day on
which the Relevant Share is purchased, as determined from the information
published in the Irish Stock Exchange Daily Official List reporting the business
done on each of those ten business days:
(A)  if there shall be more than one dealing reported for the day, the average
of the prices at which such dealings took place; or;
(B)  if there shall be only one dealing reported for the day, the price at which
such dealing took place; or
(C)  if there shall not be any dealing reported for the day, the average of the
high and low market guide price for the day.
and if there shall be only a high (but not a low) or only a low (but not a high)
market guide price reported, or if there shall not be any market guide price
reported, for any particular day then that day shall not count as one of the
said ten business days for the purpose of determining the maximum price.



If the means of providing the foregoing information as to dealings and prices by
reference to which the maximum price is to be determined is altered or is
replaced by some other means then the maximum price shall be determined on the
basis of the equivalent information published by the relevant authority in
relation to dealings on the Irish Stock Exchange or its equivalent.



The authority hereby conferred shall expire at the close of business on the
earlier of the date of the next Annual General Meeting of the Company or
09.11.2008 unless previously varied, revoked or renewed in accordance with the
provisions of section 215 of the Companies Act 1990.  The Company, or any such
subsidiary, may make before such expiry a contract for the purchase of Shares,
which would or might be executed wholly or partly after such expiry and may
complete any such contract as if the authority hereby conferred had not expired.









Resolution 13

That subject to the passing of Resolution 12 contained in the notice of the
meeting, for the purposes of section 209 of the Companies Act, 1990 the maximum
and minimum prices at which any treasury shares (as defined by the said section
209) for the time being held by the Company may be reissued off-market shall be
as follows:

(a)    the maximum price at which any such share (a 'Relevant Share') may be
reissued off-market shall be an amount equal to 120 per cent of the Appropriate
Average; and

(b)   the minimum price at which a Relevant Share may be reissued off-market
shall be an amount equal to 95 per cent of the Appropriate Average

For the purposes of the resolution the 'Appropriate Average' shall mean the
average of the ten amounts resulting from determining whichever of the following
((a), (b) or (c) specified below) in relation to shares of the same class as
such Relevant Share to be reissued, as determined from the information published
in The Irish Stock Exchange Daily Official List reporting the business done on
each of the ten business days preceding the re-issue of the treasury shares:
(a)  if there shall be more than one dealing reported for the day, the average
of the prices at which such dealings took place; or

(b)if there shall be only one dealing reported for the day, the price at which
such dealing took place; or

(c)    if there shall not be any dealings reported for the day, the average of
the high and low market guide price for that day; and if there shall be only a
high (but not a low) or only a low (but not a high) market guide price reported,
or if there shall not be any market guide price reported, for any particular day
then that day shall not count as one of the said ten business days for the
purpose of determining the Appropriate Average.



            If the means of providing the foregoing information as to dealings
and prices by reference to which the Appropriate Average is to be determined is
altered or is replaced by some other means then the Appropriate Average shall be
determined on the basis of he equivalent information published by the relevant
authority in relation to dealings on the Irish Stock Exchange or its equivalent.



The foregoing determination of the re-issue price range shall remain effective
until the close of business on the earlier of the date of the next Annual
General Meeting of the Company on 09.11.2008 unless previously varied or renewed
in accordance with the provisions of the said section 209.





Enquiries:



Contact



Mark Shakespeare



Company Secretary



Tel: [phone]





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