NOTICE OF ANNUAL GENERAL MEETING
OF
BIOVENTIX PLC
Notice is hereby given that the Annual General Meeting of Bioventix plc (the
"Company") will be held at 7 Romans Business Park, Farnham GU9 7SX on 25
November 2010 at 10 am for the purpose of considering and, if thought fit,
passing the following resolutions of which resolutions 1 to 5 (inclusive) will
be proposed as ordinary resolutions and resolutions 6 and 7 will be proposed as
special resolutions:
ORDINARY BUSINESS
ORDINARY RESOLUTIONS
Resolution 1 To receive the audited financial statements of the Company for the
year ended 30 June 2010 and the reports of the directors and auditors thereon.
Resolution 2 To re-appoint H W Fisher & Company as auditors to the Company, to
hold office from the conclusion of the meeting until the conclusion of the next
Annual General Meeting.
Resolution 3 To authorise the directors to fix the remuneration of the
auditors.
Resolution 4 To re-appoint as a director Ian Nicholson who retires by rotation.
Resolution 5 To re-appoint Timothy Cowper as a director.
SPECIAL BUSINESS
SPECIAL RESOLUTIONS
Resolution 6 That the power conferred on the directors by article 5.3 of the
Company's articles of association be renewed for the period expiring on the
earlier of fifteen months from the date on which this resolution is passed and
the conclusion of the next Annual General Meeting and that, for such prescribed
period, the "Section 561 Amount" shall be £37,690.
Resolution 7 That the Company be generally and unconditionally authorised to
make market purchases (within the meaning of section 693(4) of the Companies
Act 2006) of ordinary shares of £0.05 each in the capital of the Company (the "
Ordinary Shares") provided that:
a. the maximum number of Ordinary Shares hereby authorised to be purchased is
753,805 (representing 15 per cent. of the Company's issued ordinary share
capital as at the date on which this resolution is passed);
b. the minimum price (excluding expenses) which may be paid for an Ordinary
Share is £0.05;
c. the maximum price (excluding expenses) which may be paid for each Ordinary
Share is an amount equal to 105 per cent of the average of the estimated
market values of an Ordinary Share for the five business days immediately
preceding the date on which such share is contracted to be purchased; and
d. the authority conferred by this resolution shall expire on the earlier of
the date which is 18 months after the date on which this resolution is
passed and the date of the next annual general meeting of the Company save
that the Company may, before the expiry of the authority granted by this
resolution, make a contract for the purchase of Ordinary Shares which would
or might be executed wholly or partly after the expiry of such authority.
Dated: 2 November 2010
BY ORDER OF THE BOARD
Cargil Management Services Limited
Secretary
Registered Office:
27-28 Eastcastle Street
London
W1W 8DH
Notes:
1. As a member, you are entitled to appoint a proxy or proxies to exercise all
or any of your rights to attend, speak and vote at the meeting. A proxy
need not be a member of the Company. You may appoint more than one proxy
provided that each proxy is appointed to exercise rights attached to a
different share(s) held by the member. You may not appoint more than one
proxy to exercise the rights attached to any one share.
2. A form of proxy which may be used to make this appointment and give proxy
instructions accompanies this notice. You can only appoint a proxy using
the procedures set out in these notes and the notes to the proxy form.
3. To be valid, any proxy form or other instrument of proxy and any power of
attorney or other authority, if any, under which they are signed or a
notarially certified copy of that power of attorney or authority should be
sent to the Company's Registrars so as to arrive not less that 48 hours
before the time fixed for the commencement of the meeting (excluding any
part of a day which is not a working day).
4. The return of a completed proxy form or other instrument of proxy will not
prevent you attending the meeting and voting in person if you wish to do
so.
5. To have the right to attend and vote at the meeting a member must first
have his or her name entered in the Company's register of members by not
later than 48 hours before the time fixed for the commencement of the
meeting or, if the meeting is adjourned, 48 hours before the time fixed for
the commencement of the adjourned meeting (excluding in each case any part
of a day which is not a working day). Changes to entries on that register
after that time shall be disregarded in determining the rights of any
member to attend and vote at the relevant meeting.
6. Copies of (i) all directors' service contracts of more than one year's
duration; (ii) of the letters of appointment of any non-executive
directors; and (iii) of the articles of association of the Company will be
available for inspection at the Company's offices during usual business
hours until the date of the Annual General meeting, and at the place of the
meeting for at least 15 minutes before the meeting until the conclusion of
the meeting.
7. A corporation which is a member can appoint one or more corporate
representatives who may exercise, on its behalf, all its powers as a member
provided that no more than one corporate representative exercises powers
over the same share.
EXPLANATORY NOTES TO THE NOTICE OF AGM
Resolutions 1 to 5 will be proposed as ordinary resolutions. This means that,
for each of those resolutions to be passed, more than half of the votes cast
must be in favour of the resolution. Resolutions 6 and 7 are proposed as
special resolutions. This means that, for each of these resolutions to be
passed, at least three quarters of the votes cast must be in favour of the
resolution.
Resolution 1 - To receive the Annual Report and Accounts for the year ended 30
June 2010
Resolutions 2 and 3 - Reappointment of auditors and fixing of their
remuneration
Resolution 2 relates to the reappointment of HW Fisher & Company, as the
Company's auditors to hold office until the next AGM of the Company. Resolution
3 gives the directors authority to fix the auditors' remuneration.
Resolutions 4 and 5 - Reappointment of Directors
Resolutions 4 and 5 deal with the reappointment of Ian Nicholson and Timothy
Cowper. Ian Nicholson is retiring by rotation in accordance with the articles
of association of the Company and, being eligible, offers himself for
re-election as a director of the Company. Timothy Cowper, having been appointed
by the directors as an additional director also retires and, being eligible,
offers himself for re-election as a director of the Company.
Resolution 6 - Disapplication of statutory pre-emption rights
Resolution 6 is a special resolution and will renew the directors' authority to
allot shares in the capital of the Company wholly for cash pursuant to the
authority granted under the articles of association of the Company without
complying with the statutory pre-emption rights. The renewed authority will
permit the directors to allot shares up to an aggregate nominal amount of £
37,690 (representing 15% of the Company's current issued share capital) other
than on a pre-emptive basis.
Resolution 7 - Authority to buy back shares
Resolution 7 is a special resolution and will give authority for the Company to
make market purchases of its own ordinary shares. It effectively renews a
similar authority granted earlier this year which will expire at the AGM. If
passed, the resolution gives authority for the Company to purchase up to
753,805 of its ordinary shares, representing 15 per cent of the Company's
current issued ordinary share capital. The resolution specifies the minimum and
maximum prices which may be paid for any ordinary shares purchased under this
authority. The authority will expire on the earlier of the date which is 18
months after the date on which this resolution is passed and the Company's next
annual general meeting.
The Directors of Bioventix plc accept responsibility for this announcement
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