Shires Income PLC
09 July 2007
In accordance with listing rule 9.6.18 the following resolutions were passed at
the Annual General Meeting of Shires Income plc held on 6 July 2007.
At the 79th Annual General Meeting of the Company duly convened and held at
Trinity House, Tower Hill, London EC3N 4DH at 12pm on Friday 6 July 2007, the
following resolutions were passed, resolution 10 as an ordinary resolution and
resolutions 11 and 12 as special resolutions:
10. '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 £4,946,596,
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.'
11. '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 10 considered at this Meeting and/or in respect of the
Act did not apply to 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 the ordinary shares of 50p each in the capital of the
Company in proportion (as nearly as may be) to their 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) to the allotment (otherwise than pursuant to (i)
above) of ordinary shares up to an aggregate nominal amount of £742,439, being
equal to approximately 5% 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 expire at the conclusion 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 the expiry and the Directors may
allot equity securities in pursuant 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.'
12. '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 £2,225,833;
(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 50% per ordinary shares (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 6 July 2008 or at the
conclusion of the next Annual General Meeting of the Company held after passing
of this resolution, whichever is the later, provided that the Company may before
such expiry make any contract of purchase for ordinary shares which would or
might be executed wholly after the expiry of such authority and the Company may
make such a purchase in pursuant of such contract as if the authority hereby
conferred had not expired.'
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