AGM/GM

Notice of Passing of Resolutions at AGM

At the Annual General Meeting of Antisoma plc (the "Company") held at Mitre House, 160 Aldersgate Street, London EC1A 4DD on 7 December 2011 at 10.40 a.m., the following resolutions were duly passed:

ORDINARY RESOLUTIONS

1.
To receive the audited financial statements of the Company for the year ended 30 June 2011 together with the Directors' report and the independent auditors' report on those financial statements.
2.
To receive the report of the Board on Directors' remuneration for the year ended 30 June 2011.
3.
To re-appoint Michael Pappas as a Director of the Company.
4.
To re-appoint Dale Boden as a Director of the Company.
5.
To re-appoint Michael Bretherton as a Director of the Company.
6.
To appoint Ross Hollyman as a Director of the Company.
7.
To re-appoint PricewaterhouseCoopers LLP as the auditors of the Company to hold office from the conclusion of this meeting until the conclusion of the next general meeting of the Company at which audited financial statements are laid.
8.
To authorise the Directors to determine PricewaterhouseCoopers LLP's remuneration as auditors of the Company.
9.
To authorise the Directors generally and unconditionally pursuant to section 551 of the Companies Act 2006 (the "2006 Act") to exercise all the powers of the Company to allot shares in the Company or grant rights to subscribe for or to convert any security into shares in the Company (together "relevant securities") up to an aggregate nominal amount of £4,262,402, comprising:
(a)
an aggregate nominal amount of £2,131,201 (whether in connection with the same offer or issue as under (b) below or otherwise); and
(b)
an aggregate nominal amount of £2,131,201, in the form of equity securities (within the meaning of section 560(1) of the 2006 Act) in connection with an offer or issue by way of rights, open for acceptance for a period fixed by the Directors, to holders of ordinary shares (other than the Company) on the register on any record date fixed by the Directors in proportion (as nearly as may be) to the respective number of ordinary shares deemed to be held by them, subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements, legal or practical problems arising in any overseas territory, the requirements of any regulatory body or stock exchange or any other matter whatsoever,
 
such authority to expire (unless renewed, varied or revoked by the Company in general meeting) on the earlier of 15 months from the date this resolution is passed and the conclusion of the Annual General Meeting of the Company in 2012, save that the Company may before such expiry make any offer or agreement which would or might require relevant securities to be allotted after such expiry and the Directors may allot relevant securities pursuant to any such offer or agreement as if such authority had not expired.

SPECIAL RESOLUTIONS

10.
To empower the Directors pursuant to section 570 of the 2006 Act to allot equity securities (as defined in section 560(1) of that Act) for cash pursuant to the general authority conferred on them by resolution 9 above and/or to sell equity securities held as treasury shares for cash pursuant to section 727 of that Act, in each case as if section 561(1) of that Act did not apply to any such allotment or sale, provided that this power shall be limited to:
(a)
any such allotment and/or sale of equity securities in connection with an offer or issue by way of rights or other pre-emptive offer or issue, open for acceptance for a period fixed by the Directors, to holders of ordinary shares (other than the Company) on the register on any record date fixed by the Directors in proportion (as nearly as may be) to the respective number of ordinary shares deemed to be held by them, subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements, legal or practical problems arising in any overseas territory, the requirements of any regulatory body or stock exchange or any other matter whatsoever; and
(b)
any such allotment and/or sale, otherwise than pursuant to sub-paragraph (a) above, of equity securities having an aggregate nominal value or, in the case of other equity securities, giving the right to subscribe for or convert into relevant shares having an aggregate nominal amount, not exceeding the sum of £1,278,781.
 
This authority shall expire, unless previously revoked or renewed by the Company in general meeting, at such time as the general authority conferred on the Directors by resolution 9 above expires, except that the Company may at any time before such expiry make any offer or agreement which would or might require equity securities to be allotted or equity securities held as treasury shares to be sold after such expiry and the Directors may allot equity securities and/or sell equity securities held as treasury shares in pursuance of such an offer or agreement as if the power conferred by this resolution had not expired.
11.
To authorise the Directors to call a general meeting of the Company, other than an Annual General Meeting, on not less than 14 clear days' notice.

Grahame Cook
Chairman

 

Final votes AGM

The Annual General Meeting was held 7 December 2011 at 10.40am

All resolutions were unanimously passed by show of hands.

The results of proxy voting were:

    In Favour     Discretion   Against   Withheld
Resolution Votes %age   Votes %age   Votes %age   Votes
1 293,161,903 99.98   31,194 0.01   13,271 0.01   44,771,610
2 292,951,692 99.93   31,194 0.01   178,816 0.06   44,816,276
3 286,697,892 99.95   31,194 0.01   109,163 0.04   51,139,729
4 292,902,700 99.96   31,194 0.01   102,006 0.03   44,942,078
5 286,633,357 97.77   31,194 0.01   6,517,851 2.22   44,795,576
6 293,059,711 99.96   31,194 0.01   91,497 0.03   44,795,576
7 292,993,698 99.93   32,360 0.01   171,477 0.06   44,780,443
8 293,010,175 99.94   32,360 0.01   138,000 0.05   44,797,443
9 292,721,888 86.62   32,360 0.01   45,196,409 13.37   27,321
10 285,957,695 84.67   407,158 0.12   51,386,028 15.21   227,097
11 292,432,430 86.57   409,058 0.12   44,946,930 13.31   189,560

 

GM

At a General Meeting of Antisoma plc (the "Company") held at Mitre House, 160 Aldersgate Street, London EC1A 4DD on 7 December 2011 at 10.30 a.m., the following resolutions were duly passed:

SPECIAL RESOLUTION

1.
THAT the Directors of the Company be and are hereby authorised to cancel the listing of the ordinary shares in the capital of the Company on the Official List of the Financial Services Authority and to remove such ordinary shares from trading on the London Stock Exchange's Main Market for listed securities and to apply for admission of the said ordinary shares to trading on AIM, a market operated by the London Stock Exchange plc.

ORDINARY RESOLUTION

2.
THAT, subject to and conditional upon the passing of Resolution 1 above, the Investing Policy as described in the circular to holders of ordinary shares in the Company dated 10 November 2011, a copy of which was produced to the meeting and initialled by the Chairman for the purposes of identification, be and is hereby approved.

Grahame Cook
Chairman

 

Final votes AGM

The General Meeting was held 7 December 2011 at 10.40am

All resolutions were unanimously passed by show of hands.

The results of proxy voting were:

In Favour Discretion Against Withheld
Resolution Votes %age Votes %age Votes %age Votes
1 293,173,376 99.97 62,303 0.02 33,570 0.01 44,774,331
2 293,150,903 99.96 87,673 0.03 22,173 0.01 44,782,831

 

back to top

Page last updated: 9 December 2011