cobra:bio

AGM 2008

Notice is given that the Annual General Meeting of Cobra Biomanufacturing Plc will be held at the offices of Buchanan Communications Limited, 45 Moorfields, London, EC2Y 9AE on 10 April 2008 at 11.00am.

To transact the following business:
 

Ordinary Business

1. To receive the accounts for the year ended 30 September 2007 and the report of the Directors and the auditors thereon;
2. To re-appoint as a Director, Simon Saxby;
3. To re-elect as a Director, David Thatcher;
4. To re-elect as a Director, Nigel Slater; and
5. To re-appoint Deloitte & Touche LLP as auditors of the Group and to authorise the Directors to determine their remuneration.

Special Business

To consider and, if thought fit, (and subject in the case of resolution 7 to the passing of resolution 6) pass the following resolutions which in the case of resolution 6 will be proposed as an ordinary resolution and in the case of resolution 7 will be proposed as a special resolution:

6. That the Directors of the Company be and are hereby generally and unconditionally authorised in accordance with Section 80 of the Companies Act 1985 ("the Act") (in substitution for all existing authorities under the said Section 80) to exercise all the powers of the Company to allot relevant securities (within the meaning of the said Section 80) up to an aggregate nominal amount of £740,883 (representing 37.8% of the current issued ordinary share capital of the Company) provided that this authority shall expire at the conclusion of the next Annual General Meeting of the Company after the passing of this resolution (or, if earlier, 10 July 2009) and provided further that the Company may before such expiry make any offers or agreements which would or might require relevant securities to be allotted after such expiry.
7. That the Directors of the Company be and are hereby empowered pursuant to Section 95(1) of the Act to allot equity securities (within the meaning of Section 94(2) of the Act) for cash as if Section 89(1) of the Act did not apply to any such allotment, provided that this power shall be limited to:
   1. the allotment of equity securities in connection with a rights issue in favour of the holders of ordinary shares (notwithstanding that, by reason of such exclusions or other arrangements as the Directors may deem necessary or desirable to deal with fractional entitlements or legal or practical problems under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory, the equity securities to be issued are not offered to all such holders in proportion to the number of ordinary shares held by each of them); and
   2. the allotment (otherwise than pursuant to paragraph (a) above) of equity securities up to an aggregate nominal value of £97,955;
8. and shall expire at the conclusion of the next Annual General Meeting of the Company after the passing of this resolution (or if earlier on 10 July 2009), save that the Company may before such expiry make any offers or agreements which would or might require equity securities to be allotted after such expiry.

1. Members entitled to attend and vote at the meeting may appoint one or more proxies to attend and, on a poll, vote on their behalf. A proxy need not be a member of the Company.
2. An explanation of the special business is given in the Report of the Directors on page 10.
3. In accordance with Regulation 41 of the Uncertificated Securities Regulations 2001 the Company specifies that only those shareholders registered in the Company's register of members on 5.00pm on 8 April 2008 will be entitled to attend or vote at the meeting and that the number of votes which any such shareholder may cast, upon a poll, will be determined by reference to the number of shares registered in such shareholder's name at that time.
4. In order to be valid any form of proxy and power of attorney or other authority under which it is signed, or a notarially certified or office company of such power of attorney, must reach the Company's registrars Capita Registrars not less than 48 hours before the time of the meeting or of any adjournment of the meeting.
5. Any alterations to this proxy must be initialled.
6. The register of Directors' interests in the Company's shares and copies of the Directors' service contracts will be available for inspection at the Registered Office of the Company during normal business hours from the date of the notice until the date of the meeting and at the place of the meeting from fifteen minutes before the meeting until it closes.