The Annual General Meeting of Assima PLC will be held at Hotel Baltimore, 88 bis Avenue Kleber, 75016 Paris, from 9.30 to 11.00 o’clock on June 27, 2008. At that meeting the Board will propose the following resolutions for adoption:
The following items 1 to 3 (Resolutions 1 to 3) will be proposed as ordinary resolutions. For these resolutions to be passed, more than 50% of votes cast must be in favour.
1. Directors’ Report and Accounts (Resolution 1) To receive the Directors’ Report and Accounts for the year ended 31 December 2007 and the auditors' report on those accounts.
The directors usually present their Report and the Accounts for the previous year to shareholders at an AGM. The full Directors’ Report and Accounts are available on the website of the Company (www.assima.net) or, alternatively, you may obtain a copy of it on application to the Company Secretary at the Company’s registered office, CityPoint, 1 Ropemaker Street, London EC2Y 9HT, during usual business hours on any weekday (public holidays excluded).
2. Dividend (Resolution 2)
To confirm the interim dividend authorised by the board of directors. Under our Articles of Association, the directors can pay interim dividends (these are dividend payments made during the year). The interim dividend of 5 Euro cents for each ordinary share was paid on 7 April 2008.
3. The auditors (Resolution 3)
To re-appoint Hays MacIntyre as our auditor until next year’s AGM.
Shareholders have to appoint auditors at every general meeting at which we present accounts to shareholders. The board recommends that shareholders re-appoint Hays MacIntyre as auditor to the Company until the conclusion of the next AGM.
The following item 4 (Resolutions 4) will be proposed as a special resolution. To pass this Resolution, at least 75% of votes cast must be in favour.
4. Authority for Assima PLC to buy back its own ordinary shares (Resolution 4)
To authorise the Company generally and unconditionally to make market purchases (within the meaning of Section 163(3) of the Act) of ordinary shares of one pence each of the Company provided that: a) the maximum number of ordinary shares hereby authorised to be acquired is 386,230; b) the minimum price which may be paid for any such share is four Euro;
c) the maximum price which may be paid for any such share is seven Euros or an amount equal to 105 per cent. of the average of closing price of ordinary shares of the Company on the AlterNext for the five business days immediately before the day on which such share is contracted to be purchased, whichever is higher; d) the authority hereby conferred shall expire on the first anniversary of the passing of this resolution or the date of the next AGM of the Company, whichever shall be the later; and e) the Company may make a contract to purchase its ordinary shares under the authority hereby conferred prior to the expiry of such authority, which contract will or may be executed wholly or partly after the expiry of such authority, and may purchase its ordinary shares in pursuance of any such contract.
This resolution authorises us, without conditions, to buy back our own ordinary shares in the market. The following terms would apply:
• The highest number of shares we can buy is 427,249 ordinary shares, which is 5 per cent of our issued share capital as at 1 June 2008, excluding treasury shares.
• The lowest price we can pay for each ordinary share is four Euros.
• The highest price (not including expenses) we can pay for each ordinary share is seven Euros or 105 per cent of the average of closing price of ordinary shares of the Company on the AlterNext for the five business days immediately before the day on which we contract to buy the shares, whichever is higher.
• This authorisation will last until 30 June 2009 or, if later, the next AGM.
• We may agree, before this authorisation ends, to buy back ordinary shares even though the purchase may be completed after this authorisation ends.
• If we buy back any shares, they will be cancelled or, to the extent determined by the directors and permitted by law, be held as treasury shares for use in an employee share option scheme or payment for acquisitions.
On behalf of the board
tél : 18.104.22.168.33
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