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Notice of Annual General Meeting
31 December 2008
Notice is hereby given that the Annual General Meeting of Cashbox Plc (the "Company") will be held at the offices of Seymour Pierce Ltd, 20 Old Bailey, London, EC4M 7EN on 30 January 2009 at 2.00pm for the following purposes:
ORDINARY BUSINESS
To consider and, if thought fit, pass the following resolutions which will be proposed as ordinary resolutions:
1. To receive the Company’s annual accounts for the financial year ended 30 June 2008 together with the last Directors’ report, and the auditors report on those accounts.
2. To approve the Directors’ remuneration report for the financial year ended 30 June 2008.
3. To reappoint BDO Stoy Hayward LLP as auditors at a remuneration to be determined by the Audit Committee.
4. To re-elect Robin Saunders as a director who retires by rotation and being eligible, offers herself for re-election.
SPECIAL BUSINESS
To consider and, if thought fit, pass the following resolutions, of which resolution 5 will be proposed as an ordinary resolution and resolution 6 will be proposed as a special resolution.
5. THAT the Directors be and they are generally and unconditionally authorised for the purposes of section 80 of the Companies Act 1985 (the "Act") to exercise all the powers of the Company to allot relevant securities (within the meaning of that section) up to an aggregate nominal amount of £3,200,000, provided that this authority is for a period expiring at the conclusion of the Company’s next Annual General Meeting but the Company may before such expiry make an offer or agreement which would or might require relevant securities to be allotted after such expiry and the Directors may allot relevant securities in pursuance of such offer or agreement notwithstanding that the authority conferred by this resolution has expired.
6. THAT subject to the passing of the previous resolution the Directors be and they are empowered pursuant to section 95 of the Act to allot equity securities (within the meaning of section 94(2) of the Act) wholly for cash pursuant to the authority conferred by the previous resolution as if section 89(1) of the Act did not apply to any such allotment, provided that this power shall be limited to the allotment of equity securities:
(a) in connection with or pursuant to a rights issue or open offer or any other pre-emptive offer in favour of holders of ordinary shares and holders of any other class of equity securities entitled to participate therein, in proportion (as nearly as may be practicable) to their respective holdings of such shares, but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or any legal or practical problems under the laws of any territory, or the requirements of any regulatory body or stock exchange in any territory or any other matter whatsoever; and
(b) otherwise than pursuant to sub-paragraph (a) above, up to an aggregate nominal amount of £3,200,000;
and shall expire on the conclusion of the next Annual General Meeting of the Company after the passing of this resolution save that the Company may, before such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of any such offer or agreement notwithstanding that the power conferred by this resolution has expired.
By Order of the Board
Registered Office:
Windriver House
Osborn Way
Hook
Hampshire
RG27 9HY
David Auger
Company Secretary
31 December 2008
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