2011 AGM

29 March 2011

NOTICE IS HEREBY GIVEN that the Annual General Meeting of the Company will be held at the offices of K&L Gates LLP, One New Change, London, EC4M 9AF on 14 June 2011 at 11.00a.m. for the following purposes:

Ordinary Business
As ordinary business, to consider and, if thought fit, to pass the following six resolutions which will be proposed as ordinary resolutions..
1. To receive and adopt the Directors’ report and accounts, for the year ended 31 December 2010 and the auditors’ report on the accounts.
2. To declare a final dividend of 3.5 pence per ordinary share.
3. To approve the Directors’ remuneration report.
4. To re-appoint as a Director Michael Henry Marx who retires by rotation.
5. To re-appoint as a Director Michael Alfred Wilmshurst who retires by rotation.
6. To re-appoint Grant Thornton UK LLP as auditors of the Company to hold office until the conclusion of the next meeting at which accounts are laid before the Company, and authorise the Directors to fix their remuneration.

Special Business
As special business, to consider and, if thought fit, to pass the following three resolutions of which resolutions 7 and 8 will be proposed as ordinary resolutions and resolution 9 will be proposed as a special resolution.
7. To resolve as an ordinary resolution that: “the Company be and is hereby generally and unconditionally authorised pursuant to section 701 of the Companies Act 2006 (the "2006 Act") to make one or more market purchases (within the meaning of section 693(4) of the 2006 Act) on the London Stock Exchange of ordinary shares of 12.5p each in the capital of the Company (“Ordinary Shares”) and the Directors be and are hereby authorised to exercise such authority provided that:
(a) the maximum aggregate number of Ordinary Shares authorised to be purchased is 4,319,722 (representing 10% of the Company’s issued Ordinary Share capital);
(b) the minimum price (exclusive of expenses) that may be paid for each Ordinary Share shall not be lower than the nominal value of an Ordinary Share;
(c) the maximum price (exclusive of expenses) that may be paid for each Ordinary Share shall not be more than 105% of the average of the middle market quotations for an Ordinary Share as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the date on which the Ordinary Share is purchased;
(d) this authority shall expire (unless previously renewed, varied or revoked by the Company in general meeting) at the conclusion of the Company’s next Annual General Meeting or, if earlier, on the date that is 15 months after the date of this resolution; and
(e) the Company may, before such expiry, make an offer or agreement to purchase Ordinary Shares pursuant to this authority which will or may be executed wholly or partly after such expiry and make purchase of Ordinary Shares in pursuance of any such agreements.”
8. To resolve as an ordinary resolution that:
“in substitution for all existing authorities the Directors be and they are hereby generally and unconditionally authorised for the purposes of section 551 of the 2006 Act to exercise all the powers of the Company to allot shares in the Company ("Shares") or grant rights to subscribe for, or to convert securities into Shares ("Rights"):
(a) up to an aggregate nominal amount of £1,799,884.17; and
(b) comprising equity securities (as defined in section 560 of the Companies Act 2006) up to an aggregate nominal amount of £1,799,884.17 (including within such limit any Shares allotted under paragraph (a) above and any Shares that may be allotted pursuant to Rights granted under paragraph (a) above) in connection with an offer by way of a rights issue:
i. to holders of Ordinary Shares in proportion (as nearly as may be practicable) to their respective holdings of such shares; and
ii. to holders of other securities as required by the rights of those securities or as the directors otherwise consider necessary,but subject to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in or under the laws of any territory or the requirements of any regulatory body or any stock exchange, provided that this authority shall expire (unless previously renewed, varied or revoked by the Company in general meeting) at the conclusion of the Company’s next Annual General Meeting or, if earlier, on the date which is 15 months after the date of this resolution, save that the Company may, before such expiry, make offers or agreements which would or might require Shares to be allotted or Rights to be granted after such expiry and the Directors may allot Shares and Rights in pursuance of such offers or agreements as if the authority conferred hereby had not so expired;
9. To resolve as a special resolution that:
“in substitution for all existing authorities and subject to the passing of resolution 8 above, the Directors be and they are hereby empowered in accordance with section 570 and section 573 of the 2006 Act to allot equity securities (within the meaning of section 560 of the 2006 Act) for cash, either pursuant to the authority conferred by resolution 8, as if section 561(1) of the 2006 Act did not apply to any such allotment,
providing that this power shall be limited to:
(a) the allotment of equity securities in connection with an offer of equity securities (but, in the case of the authority granted under paragraph
(b) of resolution 8, by way of a rights issue only):
i. to holders of Ordinary Shares in proportion (as nearly as may be practicable) to their respective holdings of such shares; and
ii. to holders of other securities as required by the rights of those securities or as the Directors otherwise consider necessary, but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements, record dates, legal, regulatory or practical problems in or under the laws of any territory or the requirements of any regulatory body or anystock exchange; and
(b) the allotment (otherwise than pursuant to paragraph (a) above) of equity securities up to an aggregate nominal amount of £269,982.63, representing 5% in nominal amount of the issued ordinary share capital of the Company as at the date of this resolution, and shall expire (unless previously renewed, varied or revoked by the Company in general meeting) at the conclusion of the Company’s next Annual General Meeting or, if earlier, the date which is 15 months after the date of this resolution, save that the Company may, before such expiry, make offers or agreements 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 this power had not so expired.

By Order of the Board

Martin Hickman-Ashby
Company Secretary
29 March 2011

1. A member entitled to attend and vote at the meeting is entitled to appoint another person as his proxy to exercise all or any of his rights to attend and to speak and vote at the meeting. A proxy need not be a member of the Company. A member may appoint more than one proxy in relation to the meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by the member. A member wishing to appoint more than one proxy should contact the Company's registrars, Capita Registrars.
A form of proxy for use in relation to the meeting is enclosed. To be valid, the form of proxy and any power of attorney or other authority under which it is signed (or a notarially certified copy of such power or authority) must be received by the Company’s registrars, Capita Registrars, Proxy Department, The Registry, 34 Beckenham Road, Beckenham, Kent, United Kingdom BR3 4TU, not less than 48 hours before the time appointed for the holding of the meeting or any adjourned meeting. Completion and return of the form of proxy will not prevent a member from attending and voting at the meeting in person.
2. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the meeting to be held on 14 June 2011 and any adjournment(s) thereof by using the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members and those CREST members who have appointed a voting service provider should refer to their CREST sponsor or voting service provider, who will be able to take the appropriate action on their behalf.
In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear's specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it relates to the appointment of a proxy, the revocation of a proxy appointment or an amendment to the instruction given to a previously appointed proxy, must, in order to be valid, be transmitted so as to be received by the issuer's Agent ID (RA10) by the latest time(s) for receipt of proxy appointments specified in this notice of meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer's Agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time, any change of instructions to a proxy appointed through CREST should be communicated to the appointee by other means.
CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider, to procure that his CREST sponsor or voting service provider takes) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
3. The Company, pursuant to regulation 41 of the Uncertified Securities Regulations 2001, specifies that only those shareholders registered in the register of members of the Company as at 11.00 a.m. on 10 June 2011, or in the event that the meeting is adjourned, in such register 48 hours before the time of any adjourned meeting, shall be entitled to attend or vote at the meeting in respect of the number of shares registered in their name at the relevant time. Changes to entries in the relevant register of securities after 11.00 a.m on 10 June 2011 or, in the event that the meeting is adjourned, in such register less than 48 hours before the time of any adjourned meeting, will be disregarded in determining the rights of any person to attend or vote at the meeting.
4. Copies of the directors’ service contracts and terms of appointment of the non-executive Directors will be available for inspection at Company’s registered office during normal business hours on any weekday (Saturdays, Sunday and public holidays excepted) from the date of this notice until the date of the meeting and will be available for inspection from at least 15 minutes prior to the meeting until its conclusion.