Embargoed: 0701hrs 6 December 2011
The Niche Group plc
("Niche" or the "Company")
Notice of Annual General Meeting
Notice is hereby given that the Annual General Meeting of The Niche Group plc (the "Company") will be held at the offices of Daniel Stewart & Company Plc, Becket House, 36 Old Jewry, London EC2R 8DD at 11:30 am on 28 December 2011 for the following purposes:
Ordinary Business
To consider and, if thought fit, to pass the following as ordinary resolutions:
1. To receive and adopt the report of the directors and the financial statements of the Company for the year ended 30 June 2011 together with the report of the auditors.
2. To approve the reappointment of H.W. Fisher and Company as auditors to hold office from the conclusion of the annual general meeting until the conclusion of the next general meeting at which the accounts are to be laid and to authorise the directors to fix their remuneration.
3. To re-elect Donal Boylan, who retires by rotation in accordance with article 108 of the Company's Articles of Association, as a director of the company.
4. To approve the appointment of, and to re-elect, Chris Weafer as a director of the Company.
5. To approve the appointment of, and to re-elect, Stuart Thomas as a director of the Company.
6. That the directors of the Company (the "Directors") be, and they are hereby, generally and unconditionally authorised under section 551 of the Companies Act 2006 (the "Act") to exercise all the powers of the Company to allot shares in the Company or grant rights to subscribe for or convert any security into shares in the Company ("Rights") up to an aggregate nominal value not exceeding £10,000,000 and provided that such authority shall expire at the end of the next annual general meeting of the Company 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 be granted after such expiry and the Directors may allot shares in the Company or grant Rights in pursuance of such an offer or agreement as if the authority conferred by this resolution had not expired.
Special Business
To consider and, if thought fit, to pass the following as a special resolution:
7. THAT, subject to the passing of resolution 6, the Directors be, and they are hereby, empowered pursuant to section 570 of the Act to allot equity securities (as defined in section 560 of the Act) under the authority conferred by resolution 6 for cash as if section 561(1) of the Act did not apply to any such allotments, provided that this power shall be limited to the allotment to any person or persons of equity securities up to an aggregate nominal value not exceeding £10,000,000 and provided that such power shall expire at the end of the next annual general meeting of the Company save that the Company may before such expiry make an offer or agreement which would or may require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of such offer or agreement as if the power conferred hereby had not expired and provided also that the authority and power hereby conferred shall be in substitution for any previous authority conferred prior to the date of passing this Resolution.
By Order of the Board:
Kitwell Consultants Limited
Company Secretary
Registered Office:
Aston House
Cornwall Avenue
London N3 1LF
5 December 2011
Notes
1. Only holders of ordinary shares, or their duly appointed representatives, are entitled to attend, vote and speak at the meeting.
2. A member entitled to attend, speak and vote at the above meeting is entitled to appoint one or more proxies to attend, speak and vote instead of him. A proxy need not also be a member of the Company. You may appoint more than one proxy provided each proxy is appointed to exercise rights attaching to different shares.
3. A reply paid form of proxy is enclosed. To be valid forms of proxy must be deposited at the Company's registrars, Capita Registrars, The Registry, PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU, not less than 48 hours before the time of the meeting or any adjournment thereof. Completion of the proxy does not preclude members from subsequently attending and voting at the meeting in person if they should so wish.
4. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, the Company specifies that only those members registered on the Register of Members of the Company as at the close of business on the day which is two days before the date of the meeting (or, if the meeting is adjourned, those members registered on the Register of Members of the Company as at the close of business on the day which is two days before the date of the adjourned meeting) shall be entitled to attend and vote at the meeting in respect of the number of shares registered in their names at that time. Subsequent changes to entries on the register after this time shall be disregarded in determining the rights of any persons to attend or vote at the meeting.
5. In the case of joint holders, the signature of only one of the joint holders is required on the form of proxy, but the vote of the first named on the Register of Members of the Company will be accepted to the exclusion of other joint holders.
6. In the case of a corporation, the form of proxy must be executed under its common seal or signed on its behalf by a duly authorised attorney or duly authorised officer of the corporation.
