Notice of Annual General Meeting

NOTICE IS HEREBY given that the TENTH ANNUAL GENERAL MEETING of ST HELEN’S CAPITAL PLC will be held at 12.00pm on Tuesday 30th September 2008 at 15 St Helen’s Place, London EC3A 6DE for the purpose of considering, and if thought fit, passing the following resolutions of which Resolutions 1 to 4 (inclusive) will be proposed as ordinary resolutions and Resolutions 5 to 7 (inclusive) will be proposed as special resolutions.

Further details in respect of each of the Resolutions to be proposed are set out in the Explanatory Notes to this Notice of Annual General Meeting at pages 40 to 41 of this document.

Ordinary Business

1.             To receive the financial statements for the year ended 31 March 2008 and the reports of the directors and auditors thereon as set out in the Annual Report and Accounts.

2.             To re-elect Mr Mark Warde-Norbury, who is retiring in accordance with Article 97 of the Company’s Articles of Association, as a director of the Company.    

3.             To re-appoint Messrs UHY Hacker Young LLP as auditors of the Company to hold office until the conclusion of the next general meeting of the Company before which statutory accounts are laid and that their remuneration be fixed by the directors of the Company from time to time. 

4.             To consider and, if thought fit, to pass as an ordinary resolution:

            THAT the directors of the Company from time to time be and are hereby generally and unconditionally authorised (in substitution for any existing such power or authority) for the purposes of section 80 of the Companies Act 1985 (as amended) (the "Act") to exercise all the powers of the Company to allot relevant securities (within the meaning of section 80(2) of the Act) up to a maximum aggregate nominal amount of £1,862,945 provided that this authority shall expire (unless previously renewed, varied or revoked by the Company in general meeting) on the earlier of 30 September 2009 and the conclusion of the annual general meeting of the Company held in 2009 (the "Section 80 Period") save that the Company may, prior to the expiry of the Section 80 Period, make an offer or agreement which would or might require relevant securities to be allotted after the Section 80 Period and the directors may allot relevant securities in pursuance of such offer or agreement as if this authority had not expired. 

Special Business

5.             To consider and, if thought fit, to resolve as a special resolution:

THAT, subject to and conditional upon the passing of Resolution 4 above, the directors of the Company be and are hereby empowered pursuant to section 95(1) of the Act (in substitution for any existing such power or authority) to allot equity securities (within the meaning of section 94(2) of the Act) for cash as if the pre-emption provisions in section 89(1) of the Act did not apply to such allotments (the "Section 95 Empowerment") provided that the Section 95 Empowerment be limited to the following allotments of equity securities:

(a)        in connection with an offer of such securities (whether by way of a rights issue, open offer or otherwise) to holders of relevant equity securities in proportion (as nearly as may be) to the respective amounts of equity securities held by them taking into account any prohibitions against or difficulties concerning the making of an offer or allotment to shareholders whose registered address or place of residence is overseas and subject to such exclusions or other arrangements as the directors of the Company may deem necessary or expedient to deal with equity securities which represent fractional entitlements or legal or practical difficulties under the laws of any territory or the requirements of any regulatory body, stock exchange or other authority in any jurisdiction;

(b)        up to a maximum nominal amount of £215,000 (representing approximately 10 per cent of the nominal value of the current issued share capital of the Company) pursuant to the grant of options to subscribe for equity securities in the Company; and

(c)        (otherwise than pursuant to paragraphs (a) and (b) above) up to a maximum aggregate nominal amount of £1,862,945 (representing approximately 87% of the current issued share capital of the Company), 

provided that the Section 95 Empowerment shall expire (unless previously renewed, varied or revoked by the Company in general meeting) on the earlier of 30 September 2009 and the conclusion of the annual general meeting of the Company to be held in 2009 (the "Section 95 Period") but so that the Company may at any time prior to the expiry of the Section 95 Period make an offer or agreement which would or might require equity securities to be allotted pursuant to these authorities after the expiry of the Section 95 Period and the directors of the Company may allot equity securities in pursuance of such offer or agreement as if the authorities hereby conferred had not expired.

6.             To consider and, if thought fit, to resolve as a special resolution:

THAT, with effect from 1 October 2008, Article 5 of the Company's existing Articles of Association be amended to reflect the increase in the authorised share capital of the Company which was passed by ordinary resolution on 26 April 2007 by replacing the existing Article 5 with the following: 

5.         At the date of amendment of these Articles the authorised share capital of the Company is £4,000,000 divided into 80,000,000 ordinary shares of 5 pence each.

7.             To consider and, if thought fit, to resolve as a special resolution:

THAT, with effect from 1 October 2008, the Company's existing Articles of Association be amended as follows:

(b)        Article 87 is replaced with the following:

87.          (A)       A Director who is in any way, directly or indirectly, interested in a proposed transaction or arrangement with the Company must declare, in accordance with the Companies Act 2006 (for the purposes of this Article 87 the "2006 Act"), the nature and extent of his interest to the other Directors.

(B)       A Director who is in any way, directly or indirectly, interested in a transaction or arrangement that has been entered into by the Company must declare, in accordance with the 2006 Act, the nature and extent of his interest to the other Directors unless the interest has been declared under Article 87(A) above. 

(C)       For the purposes of Articles 87(A) and 87(B):-

(i)         the declaration of interest must be made at a meeting of the Directors or by notice in writing to the Directors in accordance with section 184 of the 2006 Act or by general notice in accordance with section 185 of the 2006 Act;

(ii)        if the declaration proves to be or becomes inaccurate or incomplete, a further declaration must be made;

(iii)       a declaration in respect of a proposed transaction or arrangement must be made before the company enters into the transaction or arrangement;

(iv)      a declaration in respect of an existing transaction or arrangement must be made as soon as is reasonably practicable;

(v)       a declaration of an interest of which the director is not aware or where the director is not aware of the transaction or arrangement in question is not required; and

(vi)      an interest of a person who is connected with a Director shall be treated as an interest of the Director.

(D)       A Director need not declare an interest under Articles 87(A) and 87(B):

(i)         if it cannot reasonably be regarded as likely to give rise to a conflict of interest;

(ii)        if, or to the extent that, the other Directors are already aware of it (and for this purpose the other Directors are treated as aware of anything of which they ought reasonably to be aware); or

(iii)       if, or to the extent that, it concerns terms of his service contract that have been or are to be considered:-

(a)       by a meeting of the Directors; or

(b)       by a committee of the Directors appointed for the purpose under the Articles.

(E)       Subject to the provisions of the 2006 Act, and provided that he has disclosed to the Board the nature and extent of any interest of his in accordance with Articles 87(A) and 87(B), a Director notwithstanding his office:-

(i)         may be a party to, or otherwise interested in, any transaction or arrangement with the Company or in which the Company is otherwise interested;

(ii)        may be a director or other officer of, or employed by, or a party to any transaction or arrangement with, or otherwise interested in, any body corporate promoted by the Company or in which the Company is otherwise interested; and

(iii)       shall not, by reason of his office, be accountable to the Company for any benefit which he derives from any such office or employment or from any such transaction or arrangement or from any interest in any such body corporate and no such transaction or arrangement shall be liable to be avoided on the ground of any such interest or benefit.

(F)       Any Director may act by himself or his firm in a professional capacity for the Company (otherwise than as auditor) and he or his firm shall be entitled to remuneration for professional services as if he were not a Director.

(G)      In the case of interests arising under Article 87(A) or 87(B), save as otherwise provided in these Articles, a Director shall not vote at a meeting of the Board or of a committee of the Board on any resolution concerning a matter in which he has, directly or indirectly, an interest which is material (otherwise than by virtue of his interest in shares, debentures or other securities of, or otherwise in or through, the Company) unless his interest or duty arises only because the case falls within one or more of the following paragraphs:-

(i)         the resolution relates to the giving to him or a person connected with him of a guarantee, security or indemnity in respect of money lent to, or an obligation incurred by him or such a person at the request of or for the benefit of, the Company or any subsidiary undertaking of the Company (for the purposes of this Article 87 a "Subsidiary Undertaking");

(ii)        the resolution relates to the giving to a third party of a guarantee, security or indemnity in respect of a debt or obligation of the Company or any Subsidiary Undertaking for which the Director or a person connected with him has assumed responsibility in whole or part and whether alone or jointly with others under a guarantee or indemnity or by the giving of security;

(iii)       his interest arises by virtue of him or a person connected with him subscribing or agreeing to subscribe for any shares, debentures or other securities of the Company or any Subsidiary Undertaking or by virtue of him or a person connected with him being, or intending to become, a participant in the underwriting or sub-underwriting of an offer of any such shares, debentures, or other securities by the Company or any Subsidiary Undertaking for subscription, purchase or exchange;

(iv)      the resolution relates in any way to any other company in which he is interested, directly or indirectly and whether as an officer or shareholder or otherwise howsoever, provided that he and any persons connected with him do not to his knowledge hold an interest in shares (as that term is used in Part 22 of the 2006 Act) representing one per cent or more of any class of the equity share capital of such company or of the voting rights available to members of such company (excluding any shares in the company held as treasury shares and any voting rights attached thereto);

(v)       the resolution relates in any way to an arrangement in whole or in part for the benefit of the employees of the Company or any Subsidiary Undertakings which does not award him as such any privilege or advantage not generally awarded to the employees to whom such arrangement relates; or

(vi)      the resolution relates in any way to the purchase or maintenance for the Directors of insurance against any liability which by virtue of any rule of law would otherwise attach to all or any of them in respect of any negligence, default, breach of duty or breach of trust in relation to the Company or any Subsidiary Undertaking.

(H)       A Director shall not be counted in the quorum present at a meeting in relation to a resolution on which he is not entitled to vote.

(I)        Where proposals are under consideration concerning the appointment (including fixing or varying the terms of appointment) of two or more Directors to offices or employments with the Company or a body corporate in which the Company is interested the proposals may be divided and considered in relation to each Director separately and (provided he is not for another reason precluded from voting) each of the Directors concerned shall be entitled to vote and be counted in the quorum in respect of each resolution except that concerning his own appointment.

(J)       If a question arises at a meeting of the Board or of a committee of the Board as to the right of a Director to vote or be counted in the quorum and such question is not resolved by his voluntarily agreeing to abstain from voting or not to be counted in the quorum, the question may (unless the Director concerned is the chairman of the meeting in which case he shall withdraw from the meeting and the Board shall elect a vice chairman to consider the question in place of the chairman), before the conclusion of the meeting, be referred to the chairman of the meeting and his ruling in relation to any Director other than himself shall be final and conclusive except in a case where the nature or extent of the interest of the Director concerned has not been fairly disclosed and provided that any such question shall, for the purposes of disclosure of the interest in the accounts of the Company, be finally and conclusively decided by a majority of the Board (other than the Director concerned).

(K)       The Directors may authorise, to the fullest extent permitted by law, any matter proposed to them which would otherwise result in a Director infringing his duty under section 175 of the 2006 Act to avoid a situation in which he has, or can have, a direct or indirect interest that conflicts, or possibly may conflict, with the interests of the Company and which may reasonably be regarded as likely to give rise to a conflict of interest.

(L)       Authorisation of a matter under Article 87(K) is effective only if:-

(i)         the matter has been proposed to the Directors by its being submitted in writing for consideration at a meeting of the Directors or for the authorisation of the Directors by resolution in writing and in accordance with the Board's normal procedures or in such other manner as the Board may approve;

(ii)        any requirement as to quorum at the meeting of the Directors at which the matter is considered is met without counting the Director in question and any other interested Director; and

(iii)       the matter has been agreed to without the Director in question and any other interested Director voting or would have been agreed to if their votes had not been counted. 

(M)      Any authorisation of a matter under Article 87(K) shall extend to any actual or potential conflict of interest which may reasonably be expected to arise out of the matter so authorised.

(N)       The Board may authorise a matter pursuant to Article 87(K) on such terms and for such duration, or impose such limits or conditions on it, as it may decide and vary the terms or duration of such an authorisation (including any limits or conditions imposed on it) or revoke it.  A Director shall comply with any obligations imposed on him by the Directors pursuant to any such authorisation.

(O)      Any terms imposed by the Board under Article 87(N) may include (without limitation):-

(i)         whether the Director may vote (or be counted in the quorum) at a meeting of the Board or any committee or sub-committee of the Board in relation to any resolution relating to the relevant matter;

(ii)        whether the Director is to be given any documents or other information in relation to the relevant matter; and

(iii)       whether the Director is to be excluded from discussions in relation to the relevant matter at a meeting of the Board or any committee or sub-committee of the Board or otherwise.

(P)       The Director shall not be required to disclose any confidential information obtained in relation to the relevant matter (other than through his position as a Director of the Company) to the Company or to use or apply it in performing his duties as a Director if to do so would result in a breach of a duty or obligation of confidence owed by him in relation to or in connection with that matter.

(Q)      A Director does not infringe any duty he owes to the Company by virtue of sections 171 to 177 of the 2006 Act if he acts in accordance with such terms, limits and conditions (if any) as the Board may impose in respect of its authorisation of the Director's conflict of interest or possible conflict of interest under Article 87(K).

(R)       A Director shall not, save as otherwise agreed by him, be accountable to the Company for any benefit which he (or a person connected with him) derives from any matter authorised by the Directors under Article 87(K) and any contract, transaction or arrangement relating thereto shall not be liable to be avoided on the grounds of any such benefit.

(S)       A reference in these Articles to a conflict of interest includes a conflict of interest and duty and a conflict of duties. 

(T)       For the purposes of Articles 87(A) to 87(S):-

(i)         an interest of a person connected with a Director shall be treated as an interest of the Director; and

(ii)        section 252 of the 2006 Act shall determine whether a person is connected with a Director.

(U)       The Company may by ordinary resolution suspend or relax to any extent, either generally or in respect of any particular matter, any provision of these Articles prohibiting a Director from voting at a meeting of the Board or of a committee of the Board or ratify any contract, transaction or arrangement, or other proposal, not duly authorised by reason of a contravention of any provisions of these Articles.

By Order of the Board

Richard E. Shand

Company Secretary

22 August 2008

NOTES:

1.  A member entitled to attend and vote at the meeting is also entitled to appoint one or more proxies to attend, speak and vote instead of him.  A member may appoint more than one proxy in relation to the meeting, provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that member.  The proxy need not be a member of the Company.  Please refer to the notes to the form of proxy for further information on appointing a proxy, including how to appoint multiple proxies (as the case may be). 

2.  If you wish to appoint a proxy other than the Chairman of the meeting, cross out the words "the Chairman of the meeting" on the Form of Proxy and write the full name and address of your proxy on the dotted line.  The change should be initialled.

3.  In the absence of instructions, the person appointed proxy may vote or abstain from voting as he/she thinks fit on the specified resolutions and, unless otherwise instructed, may also vote or abstain from voting on any other matter (including amendments to resolutions) which may properly come before the meeting.

4.  To be effective, the enclosed Form of Proxy must be duly completed and deposited together with any power of attorney or other authority (if any) under which it is executed (or a duly certified copy of such power or authority) and lodged at the Company's Registered Office at 15 St Helen's Place, London EC3A 6DE not less than 48 hours before the time fixed for the meeting. 

5.  Completion and return of the Form of Proxy will not preclude a shareholder from attending and voting in person at the meeting.

6.  The following documents will be available for inspection at the registered office of  the Company during usual business hours from the date of this notice until the date of the meeting and at the venue of the meeting for at least 30 minutes prior to and at the meeting:-

(a)           the current Memorandum and articles of association of the Company; and

(b)           the proposed new wording of Articles 5 and 87 which are proposed to replace the existing Articles 5 and 87 under Resolutions 6 and 7 respectively. 

7.  The Company, pursuant to regulation 41 of the Uncertificated Securities Regulations 2001, specifies that only those members entered on the register of members of the Company at 12.00pm on 28 September 2008 (being not more than 48 hours prior to the time fixed for the meeting) shall be entitled to attend and vote at the meeting or, if the meeting is adjourned, the close of business on such date being not more than two days prior to the date fixed for the adjourned meeting.  Changes to entries on the register of members after such time shall be disregarded in determining the right of any person to attend or vote at the meeting.

8.  In order to facilitate voting by corporate representatives at the meeting, arrangements will be put in place at the meeting so that (i) if a corporate shareholder has appointed the chairman of the meeting as its corporate representative to vote on a poll in accordance with the directions of all of the other corporate representatives for that shareholder at the meeting, then on a poll those corporate representatives will give voting directions to the chairman and the chairman will vote (or withhold a vote) as corporate representative in accordance with those directions; and (ii) if more than one corporate representative for the same corporate shareholder attends the meeting but the corporate shareholder has not appointed the chairman of the meeting as its corporate representative, a designated corporate representative will be nominated, from those corporate representatives who attend, who will vote on a poll and the other corporate representatives will give voting directions to that designated corporate representative. Corporate shareholders are referred to the guidance issued by the Institute of Chartered Secretaries and Administrators on proxies and corporate representatives (www.icsa.org.uk) for further details of this procedure. The guidance includes a sample form of appointment letter if the chairman is being appointed as described in (i) above. 

9.  If you are a person who has been nominated under section 146 of the Companies Act 2006 to enjoy nomination rights (a "Nominated Person") you may, under an agreement between you and the member of the Company who has nominated you, have a right to be appointed (or have someone else appointed) as a proxy for the Meeting.  If you do not have such a proxy appointment right, or you do but do not wish to exercise it, you may have a right to give instructions to the Member who has appointed you as to the exercise of voting rights.

10.  If you are a Nominated Person, the statement of the rights of members in relation to notes 1, 2, 4 and 5 above do not apply.  The rights described in these paragraphs can only be exercised by a registered member of the Company. 

Explanatory Notes to the Notice of Annual General Meeting

Resolution 1:  Reports and accounts

The directors are required by to law to present to the Annual General Meeting the audited accounts and the reports of the directors and auditors contained in the Annual Report and Accounts.       

Resolution 2:  Re-election of Mr Mark Warde-Norbury

An ordinary resolution will be proposed to re-elect Mr Mark Warde-Norbury, who is retiring by rotation in accordance with the Company's articles of association and, being eligible, offers himself for re-election as a director of the Company.   

Resolution 3:  Re-appointment of auditors

The Company is required to appoint auditors at each general meeting at which accounts are laid before the Company, to hold office until the end of the next such meeting.  Messrs UHY Hacker Young LLP has indicated that they are willing to continue in office as the Company's auditors.  Accordingly, this resolution proposes their re-appointment and, in accordance with standard practice, gives authority to the directors to determine their remuneration.   

Resolution 4:  Authority to allot relevant shares

It is proposed to authorise the directors of the Company to allot ordinary shares up to a maximum nominal value of £1,862,945 representing approximately 87% of the current issued share capital of the Company. 

Whilst the Board has no immediate plans to issue shares, it recognises that current market conditions may create opportunities which will require the issue of new equity as part of a transaction. For this reason, the Board wishes to maintain an adequate margin of authority should an opportunity arise. 

Resolution 5:  Dis-application of pre-emption rights 

It is proposed, as a special resolution, to authorise the directors of the Company to allot equity securities for cash without first being required to offer such securities to existing shareholders in proportion to their existing holding by the limited dis-application of section 90 of the Companies Act 1985.  This authority is limited to the allotments of equity securities for cash up to a maximum nominal amount of £1,862,945 representing approximately 87% of the current issued share capital of the Company and will expire at the conclusion of the Annual General Meeting in 2009 or 30 September 2009, whichever is the earlier. 

Whilst the Board has no immediate plans to issue shares, it recognises that current market conditions may create opportunities which will require the issue of new equity as part of a transaction. For this reason, the Board wishes to maintain an adequate margin of authority should an opportunity arise.

Resolutions 6 and 7:  Articles of Association

The 2006 Act sets out general duties of directors.  The provisions largely codify the existing law, but with some changes.  Under the 2006 Act, a Director must avoid a situation where he has, or can have, a direct or indirect interest that conflicts, or possibly may conflict, with a company's interests.  The requirement is very broad and could apply, for example, if a Director becomes a Director of another company or a trustee of another organisation.  The 2006 Act allows Directors of public companies to authorise conflicts and potential conflicts where the Articles of Association contain a provision to this effect.  The 2006 Act also allows the Articles of Association to contain other provisions for dealing with Director's conflicts of interest to avoid a breach of duty.  It is proposed to replace the existing Article 87 with the revised Article 87 set out in Resolution 7 of the Notice of Annual General Meeting which gives the Directors authority to approve such situations and to include other provisions to allow conflicts of interest to be dealt with in a similar way to the current position.

There are safeguards which will apply when Directors decide whether to authorise a conflict or potential conflict.  These include, first, only independent Directors (ie those who have no interest in the matter being considered) will be able to take the relevant decision, and second, in taking the decision the Directors must act in a way they consider, in good faith, will be most likely to promote the Company's success.  The Directors will be able to impose limits or conditions when giving authorisation or subsequently if they think this is appropriate.

It is proposed to include provisions relating to confidential information, attendance at board meetings and availability of board papers to protect a Director being in breach of duty if a conflict of interest or potential conflict of interest arises.  These provisions will only apply where the position giving rise to the potential conflict has previously been authorised by the Directors.

It is also proposed to replace the existing Article 5 with a revised Article 5 to reflect the Company's current authorised share capital which was increased by an ordinary resolution passed on 26 April 2007.   

Due to the phased nature of implementation of the 2006 Act it is likely that further changes to the Articles of Association will be proposed at the 2009 Annual General Meeting.

ST HELEN’S CAPITAL PLC

(a company incorporated and registered in England and Wales under the Companies Act 1985 and registered with number 3515836)

FORM OF PROXY

For use at the Annual General Meeting to be held at 12.00pm on Tuesday 30th September 2008 at 15 St Helen’s Place, London EC3A 6DE

I/WE, whose name(s) and address(es) is/are shown below, being (a) member(s) of St Helen's Capital plc  HEREBY APPOINT the Chairman of the Meeting or *

(BLOCK CAPITALS)…………………………………………………………………………..

of…………………………………………………………………………………………………

as my/our proxy to attend and vote for me/us on my/our behalf at the Annual General Meeting of the Company to be held at 12.00pm on Tuesday 30th September 2008  and at any adjournment thereof.

*     See note 2.

                Please tick here if this proxy appointment is one of multiple appointments made (see note 3). 

I/We direct that my/our vote(s) be cast on the resolutions to be considered at the meeting as indicated by an "X" in the appropriate space below. In the absence of any specific direction, my/our proxy may vote or abstain as he/she thinks fit. 

Date ………………………………                  

Signature…………………………………………………………

Name:…………………………………………………………………………………………….

(in BLOCK CAPITALS)

Address: ……………………………………………………………………………………………………(in BLOCK CAPITALS)

Please return this form to:  R.E. Shand, St Helen’s Capital Plc, 15 St Helen’s Place, London EC3A 6DE

Notes:

1.  A member entitled to attend and vote at the meeting is also entitled to appoint one or more proxies to attend, speak and vote instead of him.  A proxy need not be a member of the Company. 

2.  If you wish to appoint a proxy other than the Chairman of the meeting, cross out the words "the Chairman of the meeting" on the Form of Proxy and write the full name(s) and address of your proxy(ies) on the dotted line.  The change should be initialled. 

3.  To appoint more than one proxy you may photocopy this form.  Please indicate the proxy holder’s name and the number of shares in relation to which they are authorised to act as your proxy (which, in aggregate, should not exceed the number of shares held by you).  Please also indicate on this Form of Proxy if the proxy instruction is one of multiple instructions being given.  All forms of proxy must be signed and should be returned together in the same envelope.

4.  If you wish to direct your proxy how to vote (or not to vote) on any resolution, place a mark ("X") in the "For"; "Against" or "Vote Withheld" box for the relevant resolution.   The vote withheld option is provided to enable you to instruct your proxy not to vote on any particular resolution.   However, it should be noted that a vote withheld in this way is not a vote in law and will not be counted in the calculation of the proportion of votes "For" and "Against".  In the absence of instructions, the person(s) you have appointed as  your proxy(ies) may vote or abstain from voting as he/she thinks fit on the specified resolutions and, unless otherwise instructed, may also vote or abstain from voting on any other matter (including amendments to resolutions) which may properly come before the meeting.

5.  To be effective, this Form of Proxy must be duly completed and deposited together with any power of attorney or other authority (if any) under which it is executed (or a duly certified copy of such power or authority) and lodged at the Company's Registered Office at 15 St Helen's Place, London EC3A 6DE as soon as possible, but in any event so as to be received by the Company not less than 48 hours before the time fixed for the meeting. 

6.  In the case of joint holders, the signature of any one of them will suffice but the names of all joint holders should be stated.  The vote of the senior who tenders a vote (whether in person or by proxy) will be accepted to the exclusion of the votes of the other holders.  For this purpose, seniority is determined by the order in which the names stand in the register of members in respect of the joint holding.

7.  Completion and return of this Form of Proxy will not preclude a shareholder from attending and voting in person at the meeting.   

8.  In the case of a corporation, the form of proxy should be under the hand of a duly authorised officer or attorney.

9.  The Company, pursuant to regulation 41 of the Uncertificated Securities Regulations 2001, specifies that only those members entered on the register of members of the Company at 12.00pm on 28 September 2008 (being not more than 48 hours prior to the time fixed for the meeting) shall be entitled to attend and vote at the meeting or, if the meeting is adjourned, the close of business on such date being not more than two days prior to the date fixed for the adjourned meeting.  Changes to entries on the register of members after such time shall be disregarded in determining the right of any person to attend or vote at the meeting.

10.  Please refer to note 8 of the notice of Annual General Meeting for information relating to arrangements made by the Company to facilitate voting by corporate representatives at the meeting.

11.  Any alteration to this Form of Proxy must be initialled.