Notice of AGM July 2010

TRAKM8 HOLDINGS PLC

(incorporated in England and Wales with registration number 5452547)

NOTICE OF ANNUAL GENERAL MEETING



NOTICE IS HEREBY GIVEN that the 2010 ANNUAL GENERAL MEETING of Trakm8 Holdings PLC will be held at Lydden House, Wincombe Business Park, Shaftesbury, Dorset SP7 9QJ on 29 July 2010 at 9.30 a.m. for the following purposes:

To consider, and if thought fit, to pass the following resolutions which, in respect of Resolutions 1 to 6 (inclusive) will be proposed as ordinary resolutions and, in respect of Resolutions 7 and 8, will be proposed as special resolutions:

ORDINARY RESOLUTIONS

  1. To receive and adopt the Accounts, together with the Directors' and Auditors’ Reports for the year ended 31 March 2010.

  2. To re-appoint Baker Tilly as Auditors to the Company until the conclusion of the next annual general meeting and to authorise the Directors to fix their remuneration.

  3. To re-appoint Matthew William Cowley as a Director who retires by rotation (and, being eligible, offers himself for re-appointment).

  4. To re-appoint John Ferris Watkins as a Director who retires by rotation (and, being eligible, offers himself for re-appointment).

  5. To re-appoint Paul Wilson as a Director who was appointed to the Board on the 29th June 2010.

  6. THAT, in substitution of all previous authorities to the extent unused, the Directors be and are hereby generally and unconditionally authorised for the purposes of section 551 of the Companies Act 2006 (the "Act"), to exercise all the powers of the Company to allot shares in the Company and grant rights to subscribe for or to convert any securities into shares in the Company up to an aggregate nominal amount (within the meaning of sections 551(3) and (6) of the Act) of £93,823 (representing approximately 50 per cent. of the issued share capital of the Company on the 5th July 2010), provided that this authority shall expire 15 months after the passing of this resolution or the conclusion of the Annual General Meeting to be held in 2011 (whichever is earlier) unless previously renewed, varied or revoked by the Company in general meeting, save that the Company may before such expiry make an offer or agreement which would or might require shares in the Company to be allotted or rights to subscribe for or to convert any securities into shares in the Company to be granted after such expiry and the Directors may allot shares in the Company or grant rights to subscribe for or to convert any securities into shares in the Company in pursuance of any such offer or agreement as if the authority conferred hereby had not expired.

    SPECIAL RESOLUTIONs

  7. THAT, subject to the passing of resolution 6 above, the Directors be and are hereby empowered to allot or make offers or agreements to allot for equity securities (within the meaning of section 560 of the Act) for cash pursuant to the authority conferred by resolution 6 above as if section 561 of the Act did not apply to any such allotment, provided that this power shall be limited to the allotment of equity securities:

  1. in connection with a rights issue, open offer or any other pre-emptive offer in favour of ordinary shareholders (excluding any shareholder holding shares as treasury shares) but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient to deal with fractional entitlements, record dates, legal or practical problems arising in, or pursuant to, the laws of any overseas territory, the requirements of any regulatory body or stock exchange or any other matter whatsoever; and

  2. otherwise than pursuant to sub-paragraph (a) above, up to an aggregate nominal amount of £62,549 (representing approximately 33⅓ per cent. of the issued share capital of the Company on 5th July 2010), provided that this power shall expire 15 months after the passing of this resolution or the conclusion of the Annual General Meeting of the Company to be held in 2011, (whichever is earlier) unless previously renewed, varied or revoked by the Company in general meeting, save that the Company may before such expiry make any offer or agreement which would or might require equity securities to be allotted after such expiry and notwithstanding such expiry and the Directors may allot equity securities, in pursuance of such offer or agreement as if this power had not expired.

  1. THAT:

  1. The Articles of Association of the Company be amended by deleting all the provisions of the Company's Memorandum of Association which, by virtue of section 28 of the Act, are to be treated as provisions of the Company's Articles of Association; and

  2. the amended Articles of Association produced to the Meeting and initialled by the Chairman of the Meeting for the purpose of identification be adopted as the Articles of Association of the Company in substitution for, and to the exclusion of, the existing Articles of Association.

Dated: 5th July 2010

Registered Office:

Lydden House
Wincombe Business Park
Shaftesbury
Dorset
SP7 9QJ

By Order of the Board

Christopher Giles
Secretary

 

Explanatory notes to the Resolutions:

    Resolutions 1 to 6 are 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 7 and 8 are proposed as special resolutions. This means that for each of those resolutions to be passed, at least three quarters of the votes cast must be in favour of the resolution.

    Resolutions 1 to 5

    Resolutions 1 to 5 (inclusive) will each be proposed as ordinary resolutions, as follows:

    (i) the receipt of the Accounts, together with the Directors' and Auditors’ Reports for the year ended 31 March 2010 (Resolution 1);

    (ii) the re-appointment of Baker Tilly as Auditors to the Company until the conclusion of the next Annual General Meeting and to authorise the Directors to fix their remuneration (Resolution 2);

    (iii) the re-appointment of Messrs Cowley and Watkins, each of whom retires by rotation and, being eligible, offer themselves for re-election (Resolutions 3 and 4); and

    (iv) the re-appointment of Mr Wilson, who was appointed since the Company's 2009 annual general meeting (Resolution 5).

    Resolution 6

    Resolution 6 is proposed to give power to the Directors until the earlier of the next Annual General Meeting or 15 months after the date of this year's Annual General Meeting to allot relevant securities up to a maximum nominal amount of £93,823 without having to obtain prior approval from shareholders.  This represents approximately 50 per cent. of the total ordinary share capital in issue at the date of this Notice.

    Resolution 7

    Resolution 7 is proposed to give power to the Directors until the earlier of the next Annual General Meeting or 15 months after the date of this year's Annual General Meeting to allot equity securities referred for cash without first being required to offer such securities to existing shareholders in accordance with the Act. This authority relates to shares with an aggregate nominal value of £62,549, being approximately 33⅓ per cent. of the total ordinary share capital in issue at the date of this Notice.  The Board considers this amount to be a reasonable provision to account for any fund raising requirements which the Company is likely to have over the course of the next 12 months.  In allotting shares pursuant to this authority the Company will seek to achieve at least prevailing market value where circumstances allow.

    Resolution 8

    It is proposed in this resolution to adopt new articles of association ("New Articles") in order to update the Company's existing articles of association, primarily to take account of the implementation of the Act. The annex to this Notice sets out the principal changes being made to the articles of association.

Notes:

  1. A member entitled to attend and vote at the above Meeting is entitled to appoint another person(s) to attend, speak and vote instead of him or her.  You may not appoint more than one person to exercise rights attached to any one share.  A proxy need not be a member of the Company.

  2. For the convenience of members who may be unable to attend the meeting, a form of proxy is enclosed which should be completed and returned to Computershare Investor Services PLC , The Pavilions, Bridgwater Road, Bristol, BS99 6ZY not less than 48 hours before the time fixed for the meeting.

  3. A member may change proxy instructions by submitting a new proxy appointment using the method set out above. The cut-off time for receipt of proxy appointments (see above) also apply in relation to amended instructions; any amended proxy appointment received after the relevant cut-off time will be disregarded.

  4. If more than one valid proxy appointment is submitted by a member, the appointment received last before the latest time for the receipt of proxies will take precedence.

  5. In order to revoke a proxy instruction a member will need to inform the Company by sending a signed notice clearly stating the intention to revoke the proxy appointment to Computershare Investor Services PLC , The Pavilions, Bridgwater Road, Bristol, BS99 6ZY  In the case of a member which is a company, the revocation notice must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company. Any power of attorney or any other authority under which the revocation notice is signed (or a duly certified copy of such power or authority) must be included with the revocation notice. In either case, the revocation notice must be received by Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY no later than 48 hours before the time fixed for the Meeting.

  6. If a member revokes a proxy appointment but the revocation is received after the time specified then, subject to the paragraph directly below, the proxy appointment will remain valid.

  7. Appointment of a proxy does not preclude a member from attending the Meeting and voting in person. If a member appoints a proxy and attends the Meeting in person, the proxy appointment will automatically be terminated.

  8. Pursuant to regulation 41 of the Uncertificated Securities Regulations 2001, entitlement to attend and vote at the meeting and the number of votes which may be cast thereat will be determined by reference to the Register of Members of the Company at close of business on the day which is two days before the day of the meeting. Changes to entries on the Register of Members after that time shall be disregarded in determining the rights of any person to attend and vote at the meeting.

  9. Copies of service contracts between the Directors and the Company or any subsidiary of the Company, the register of Directors' shareholdings and transactions and the Company's articles of association (with the proposed amendments) will be available for inspection at the registered office of the Company during usual business hours on any weekday (Saturdays and public holidays excluded) from the date of this notice until the date of the Annual General Meeting and at the place of the Annual General Meeting for at least 15 minutes prior to and until the conclusion of the Annual General Meeting.

    Appendix

    PRINCIPAL CHANGES TO THE COMPANY'S ARTICLES OF ASSOCIATION

    The Act (which replaced the Companies Act 1985) has been implemented in stages and is now fully in force. The Company is adopting the New Articles which will reflect the changes in company law brought about by the provisions of the Act. Set out below is a summary of the principal changes between the current articles of association and the proposed New Articles. It is intended to cover only the material differences between the existing articles of association and the New Articles. Accordingly changes of a minor, conforming or technical nature have not been mentioned specifically.

    Articles which duplicate statutory provisions

    Provisions in the current articles which replicate provisions contained in the Act are in the main amended to bring them into line with the Act.

    The Company’s objects

    The Act significantly reduces the constitutional significance of a company’s memorandum. The provisions governing the operations of the Company are currently set out in both its existing memorandum of association and its existing articles of association. Under the Act, the memorandum no longer contains an objects clause and simply records the names of the subscribers and the number of shares which each subscriber agreed to take in the Company. Under section 28 of the Act, the objects clause and all other provisions in the memorandum are treated as part of the articles with effect from 1 October 2009 but the Company can remove these provisions by special resolution. Unless the articles provide otherwise, the Company’s objects will be unrestricted. The Company is proposing to remove its objects clause together with all other provisions of its memorandum which, by virtue of the Act, are treated as forming part of the Company’s articles of association. Resolution 8 confirms the removal of these provisions and adopts the New Articles.

    Form of resolution

    The current articles contain a provision that, where for any purpose an ordinary resolution is required, a special or extraordinary resolution is also effective and that, where an extraordinary resolution is required, a special resolution is also effective. This provision is being removed as the concept of extraordinary resolutions has not been retained under the Act

    Convening extraordinary and annual general meetings

    The provisions in the current articles dealing with the convening of general meetings and the length of notice required to convene general meetings are being amended to conform to new provisions in the Act. In particular an extraordinary general meeting to consider a special resolution can be convened on 14 days’ notice whereas previously 21 days’ notice was required.

    Conflicts of interest

    The Act sets out directors’ general duties which largely codify the existing law but with some changes. Under the Act, a director must avoid a situation where he has, or can have, a direct or indirect interest that conflicts, or possibly may conflict with the company’s interests. The requirement is very broad and could apply, for example, if a director becomes a director of another company or a trustee of another organisation. The Act allows directors of public companies to authorise conflicts and potential conflicts, where appropriate, where the articles of association contain a provision to this effect. The Act also allows the articles of association to contain other provisions for dealing with directors’ conflicts of interest to avoid a breach of duty. The New Articles give the directors authority to approve such situations and to include other provisions to allow conflicts of interest to be dealt with in a similar way to the current position.

    There are safeguards which will apply when directors decide whether to authorise a conflict or potential conflict. First, only directors who have no interest in the matter being considered will be able to take the relevant decision, and secondly, in taking the decision the directors must act in a way they consider, in good faith, will be most likely to promote the company’s success. The directors will be able to impose limits or conditions when giving authorisation if they think this is appropriate.

    It is also proposed that the New Articles should contain provisions relating to confidential information, attendance at board meetings and availability of board papers to protect a director being in breach of duty if a conflict of interest or potential conflict of interest arises. These provisions will only apply where the potential conflict has previously been authorised by the directors.

    Notice of board meetings

    Under the current articles, when a director is abroad he can request that notice of directors’ meetings are sent to him at a specified address and if he does not do so he is not entitled to receive notice while he is away. This provision has been removed, as modern communications mean that there may be no particular obstacle to giving notice to a director who is abroad. It has been replaced with a more general provision that a director is treated as having waived his entitlement to notice, unless he supplies the Company with the information necessary to ensure that he receives notice of a meeting before it takes place.

    Records to be kept

    The provision in the current articles requiring the Board to keep accounting records has been removed as this requirement is contained in the Act.

    Distribution of assets otherwise than in cash

    The current articles contain provisions dealing with the distribution of assets in kind in the event of the Company going into liquidation. These provisions have been removed in the New Articles on the grounds that a provision about the powers of liquidators is a matter for insolvency law rather than the articles and that the Insolvency Act 1986 confers powers on the liquidator which would enable it to do what is envisaged by the current articles.

    Electronic and web communications

    Provisions of the Act which came into force in January 2007 enable companies to communicate with members by electronic and/or website communications. The New Articles continue to allow communications to members in electronic form and, in addition, they also permit the Company to take advantage of the new provisions relating to website communications. Before the Company can communicate with a member by means of website communication, the relevant member must be asked individually by the Company to agree that the Company may send or supply documents or information to him by means of a website, and the Company must either have received a positive response or have received no response within the period of 28 days beginning with the date on which the request was sent. The Company will notify the member (either in writing, or by other permitted means) when a relevant document or information is placed on the website and a member can always request a hard copy version of the document or information.

    Amendments made to the Act by the Shareholders’ Rights Regulations specifically provide for the holding and conducting of electronic meetings. The current articles have been amended to reflect more closely the relevant provisions.

    Directors’ indemnities and loans to fund expenditure

    The Act has in some areas widened the scope of the powers of a company to indemnify directors and to fund expenditure incurred in connection with certain actions against directors. In particular, a company that is a trustee of an occupational pension scheme can now indemnify a director against liability incurred in connection with the company’s activities as trustee of the scheme. In addition, the existing exemption allowing a company to provide money for the purpose of funding a director’s defence in court proceedings now expressly covers regulatory proceedings and applies to associated companies.

    Change of name

    Under the Companies Act 1985, a company could only change its name by special resolution. Under the Act, a company will be able to change its name by other means provided for by its articles. To take advantage of this provision, the New Articles enable the directors to pass a resolution to change the Company’s name.

    Limited liability

    Under the Act, the memorandum of association no longer contains a clause stating that the liability of the members of a company is limited. For existing companies, this statement is automatically treated as having moved into the articles of association on 1 October 2009. Resolution 8 confirms the removal, from the Company’s articles of association, of the provisions of the Company’s memorandum of association which are treated as forming part of the Company’s articles of association by virtue of section 28 of the Act, which includes the statement of limited liability. An explicit statement of the members’ limited liability is therefore included in the New Articles.

    Authorised share capital and unissued shares

    The Act abolishes the concept of authorised share capital and the New Articles reflect this. Directors will still need to obtain the usual shareholders’ authorisation in order to allot shares, except in respect of employee share schemes. References to authorised share capital and to unissued shares have therefore been removed from the New Articles.

    Redeemable shares

    Under the Companies Act 1985, if a company wished to issue redeemable shares, it had to include in its articles the terms and manner of redemption. The Act enables directors to determine such matters instead provided they are so authorised by the articles. The New Articles contain such an authorisation. The Company has no plans to issue redeemable shares but if it did so the directors would need shareholders’ authority to issue new shares in the usual way.

    Authority to purchase own shares, consolidate and subdivide shares, and reduce share capital

    Under the Companies Act 1985, a company required specific authorisations in its articles of association to purchase its own shares, to consolidate or subdivide its shares and to reduce its share capital. Under the Act, public companies do not require specific authorisations in their articles of association to undertake these actions, but shareholder authority is still required. Amendments have been made to the New Articles to reflect these changes.

    Provision for employees on cessation of business

    The Act provides that the powers of the directors of a company to make provision for a person employed or formerly employed by the company or any of its subsidiaries in connection with the cessation or transfer to any person of the whole or part of the undertaking of the company or that subsidiary, may only be exercised by the directors if they are so authorised by the company’s articles or by the company in general meeting. The New Articles provide that the directors may exercise this power.

    The seal

    The New Articles provide that instruments (other than share certificates) to which the seal is affixed shall be validly signed by one Director in the presence of a witness, whereas previously the requirement was for signature by two Directors or by one Director and the secretary or by any person who is authorised to do so.

    Suspension of registration of share transfers

    The Act removes the right of directors to suspend the registration of transfers of shares. The provision authorising such in the Articles has now been removed in the proposed new Articles.

    Vacation of office by directors

    The current articles specify the circumstances in which a director must vacate office. The New Articles update these provisions to reflect the approach taken on mental and physical incapacity in the model articles for public companies produced by the Department for Business, Enterprise and Regulatory Reform.

    Voting by proxies on a show of hands

    Under the Act proxies are entitled to vote on a show of hands and any one shareholder may appoint multiple proxies or multiple corporate representatives. The Shareholders’ Rights Regulations have amended the Act so that it now provides that each proxy appointed by a member has one vote on a show of hands unless the proxy is appointed by more than one member in which case the proxy has one vote for and one vote against if the proxy has been instructed by one or more members to vote for the resolution and by one or more members to vote against the resolution. The New Articles reflect all of these new provisions. The opportunity has also been taken to generally refresh the provisions in the current articles relating to proxies and corporate representatives to bring them up to date.