REG - Devolver Digital - Notice of Annual Meeting

Devolver DigitalAnnouncement

Thu 18:15

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RNS Number : 6935L  Devolver Digital, Inc.  05 June 2025

 

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.  If you are
in any doubt about the contents of this document or as to what action you
should take, you should immediately consult your stockbroker, bank manager,
solicitor, accountant or other independent financial adviser duly authorised
under the Financial Services and Markets Act 2000 (as amended) if you are a
resident of the United Kingdom or, if not, another appropriately authorised
independent professional adviser.

If you have sold or otherwise transferred all of your Shares, please send this
document and the accompanying Proxy Form as soon as possible to the purchaser
or transferee, or to the stockbroker or other agent through whom the sale or
transfer was effected for transmission to the purchaser or transferee. If you
have sold or otherwise transferred some (but not all) of your Shares, please
retain these documents and consult the stockbroker or other agent through whom
the sale or transfer was effected.

This document does not constitute a prospectus for the purposes of the
Prospectus Regulation Rules of the FCA nor does it comprise an admission
document prepared in accordance with the AIM Rules. Accordingly, this document
has not been approved by or filed with the FCA, London Stock Exchange plc or
any other regulatory authority. This document does not constitute or form part
of any offer or invitation to sell or issue, or a solicitation of any offer to
acquire, purchase or subscribe for, Shares.

 

Devolver Digital, Inc.
(incorporated and registered in the State of Delaware, US under the General
Corporation Law of the State of Delaware registered number 4524543)

Notice of Annual Meeting

 

This document should be read in its entirety. Your attention is drawn to the
letter from the Chair in this document, recommending you vote in favour of the
Resolutions to be proposed at the Annual Meeting.

Notice convening the Annual Meeting of the Company to be held at Fieldfisher's
offices, 9(th) Floor, Riverbank House, 2 Swan Lane, London EC4R 3TT, United
Kingdom on 27 June 2025 at 4.00 p.m. (UK time) is set out at the end of this
document.

Shareholders will also find enclosed with this document a Proxy Form. To be
valid, the Proxy Form must be signed and returned in accordance with the
instructions printed on it so as to be received by the Company's registrars,
Computershare Investor Services (Jersey) Limited, at c/o The Pavilions,
Bridgwater Road, Bristol, BS13 8AE as soon as possible but in any event no
later than 4.00 p.m. (UK time) on 25 June 2025.

Persons who hold their interests in Shares via Depository Interests may
instruct the Depository to vote in accordance with their instructions by
completing the enclosed Form of Instruction in accordance so as to be received
by the Depository at Computershare Investor Services plc, The Pavilions,
Bridgwater Road, Bristol, BS99 6ZY as soon as possible but in any event no
later than 4:00 p.m. (UK time) on 24 June 2025.

Alternatively, persons who hold their interests in Shares via Depository
Interests may instruct the Depository to vote in accordance with their wishes
using the CREST electronic proxy appointment service. In order for a proxy
appointment made using the CREST service to be valid, the appropriate CREST
message must be properly authenticated and contain the information required
for such instructions as described in the CREST Manual. The message must be
transmitted so as to be received by the Company's registrars, Computershare
Investor Services plc (ID 3RA50), by no later than 72 hours prior to the time
and date of the meeting.

The completion and posting of a Proxy Form or the appointment of a proxy
through CREST will not preclude shareholders from attending and voting in
person at the Annual Meeting should they wish to do so.

The distribution of this document in certain jurisdictions may be restricted
by law. Accordingly, this document must not be distributed or published in any
jurisdiction except under circumstances that will result in compliance with
any applicable laws and regulations. Persons outside of the UK into whose
possession this document comes should inform themselves about and observe any
such restrictions.

Copies of this document will be available free of charge from the Company's
registered office during normal business hours on each day (excluding
Saturday, Sunday and public holidays) from the date hereof until the date of
the Annual Meeting. Copies will also be available from the Company's website
at www.investors.devolverdigital.com
(http://www.investors.devolverdigital.com) .

 

CONTENTS
 
                             Page

 
 
 

EXPECTED TIMETABLE OF PRINCIPAL EVENTS
                                           4

DEFINITIONS
 
                                  5

LETTER FROM THE CHAIR
 
                 6

NOTICE OF ANNUAL MEETING
 
            10

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

 

 Dispatch of this document                                                   5 June 2025
 Latest time and date for receipt of Forms of Instruction                   4:00 p.m. on 24 June 2025
 Latest time and date for receipt of proxy appointments                     4:00 p.m. on 25 June 2025
 Record date for entitlement of shareholders to vote at the Annual Meeting  6.00 p.m. on 25 June 2025
 Annual Meeting                                                             4:00 p.m. on 27 June 2025

 

 

Notes:

(a)             Unless otherwise specified, references in this
document to time are to the relevant time in the United Kingdom.

(b)             The times and dates above are indicative only. If
there is any change, revised times and dates will be notified to shareholders
by means of an announcement through a Regulatory Information Service.

DEFINITIONS

The following definitions apply throughout this document, unless the context
otherwise requires:

 "AIM Rules"                                                               the AIM Rules for Companies published by London Stock Exchange plc from time
                                                                           to time;
 "Annual Meeting"                                                          the annual meeting of the shareholders of the Company to be held at
                                                                           Fieldfisher's offices, 9(th) Floor, Riverbank House, 2 Swan Lane, London EC4R
                                                                           3TT, United Kingdom on 27 June 2025 at 4:00 p.m. (UK time) notice of which is
                                                                           set out at the end of this document;
 "Board" or "Directors"                                                    the directors of the Company as at the date of this document and whose names
                                                                           are set out on page 6 of this document;
 "Bylaws"                                                                  the bylaws of the Company as in force as at the date of this document;
 "Company"                                                                 Devolver Digital, Inc.
 "CREST"                                                                   the computer-based system and procedures which enable title to securities to
                                                                           be evidenced and transferred without a written instrument, administered by
                                                                           Euroclear UK & International;
 "Depository"                                                              Computershare Investor Services PLC;
 "Depository Interests"                                                    dematerialised depository interests representing underlying Shares that can be
                                                                           settled electronically through and held in CREST, as issued in uncertificated
                                                                           form by the Depository or its nominees (who hold the underlying securities on
                                                                           trust) in the ratio of one depositary interest for every one underlying Share;
 "Form of Instruction"                                                     the form of instruction which is enclosed with this document, which can be
                                                                           used by holders of Depository Interests;
 "Issued and Outstanding Share Capital"                                    the issued and outstanding share capital of the Company, which as at the date
                                                                           of this document comprises 474,500,242 Shares (excluding the 28,917,825 Shares
                                                                           the Company holds in treasury);
 "Proxy Form"                                                              the form of proxy which is enclosed with this document, which can be used by
                                                                           Shareholders;
 "Resolutions"                                                             the resolutions set out in the notice of Annual Meeting set out at the end of
                                                                           this document;
 "Share(s)" or "Common Stock"                                              shares of the Company's common stock, par value $0.0001 each in the capital of
                                                                           the Company, and, where the context requires, any Depository Interests
                                                                           representing any shares of such common stock from time to time;
 "Treasury Shares"                                                         the 28,917,825 Shares which the Company holds in treasury.

LETTER FROM THE CHAIR

Devolver Digital, Inc.
(incorporated and registered in the State of Delaware, US under the General
Corporation Law of the State of Delaware registered number 4524543)

 

 Directors:                                                 Registered Office:

 Kate Elizabeth Marsh (Non-Executive Chair)                 251 Little Falls Drive Wilmington, New Castle County Delaware 19808 United
 Harry August Miller IV (Chief Executive Officer)           States of America

Daniel Widdicombe (Chief Financial Officer)

 Graeme Struthers (Chief Operating Officer)

Joanne (Jo) Goodson (Independent Non-Executive Director)

Jeffrey Lyndon Ko (Independent Non-Executive Director)
 Janet Astall (Independent Non-Executive Director)

 

 

5 June 2025

Dear Shareholder,

Notice of Annual Meeting

Introduction

I am pleased to you to give notice of the Company's Annual Meeting of its
shareholders to be held at the offices of Fieldfisher LLP, 9(th) Floor,
Riverbank House, 2 Swan Lane, London EC4R 3TT, United Kingdom on 27 June 2025
at 4:00 p.m. (UK time), formal notice of which is set out at the end of this
document.

Format of the Annual Meeting

The Company is delighted to welcome shareholders in person to this year's
Annual Meeting. The Company will not be making available any means for
Shareholders to participate electronically, so it would encourage all
Shareholders to attend in person.

Explanatory notes to the Resolutions

An explanation of each of the resolutions contained in the notice of meeting
is set out below.

Resolution 1: Annual financial statements and reports

Although not strictly required under Delaware law, the Company is following UK
practice and believes it is a matter of good corporate governance to lay
before the Company in a shareholder meeting copies of its audited financial
statements and the auditor's report thereon for the financial year ended 31
December 2024.

Resolution 2:  Annual report on remuneration

Although not required under Delaware law, the Company is also following UK
practice and asking shareholders to approve the Directors' remuneration
report. The vote is merely advisory and as such a person's entitlement to
remuneration is not conditional upon the resolution being passed.

Resolutions 3 and 4: Retirement and reappointment of Directors

The Company's Certificate of Incorporation and Bylaws provide that the
directors of the Company are divided into three classes, as follows:

·      Class I (term expiring at the 2025 Annual Meeting) - Harry August
Miller IV and Karen (Kate) Elizabeth Marsh;

 

·      Class II (term expiring at the 2026 annual meeting) - Joanne (Jo)
Goodson and Graeme Struthers; and

 

·      Class III (term expiring at the 2027 annual meeting) - Daniel
Widdicombe, Jeffrey Lyndon Ko and Janet Astall.

The term of office of the Class I directors is set to expire at this Annual
Meeting and so Harry August Miller IV and Karen (Kate) Elizabeth Marsh offer
themselves up for re-election at the Annual Meeting.

Resolution 5 and 6: Reappointment and remuneration of auditors

Although not required by Delaware law, the Company believes it is a matter of
good corporate governance to appoint an auditor to hold office until the next
annual meeting. Grant Thornton LLP is willing to continue in office and
resolution 5 will reappoint them. Resolution 6 will authorise the Directors to
determine the auditor's remuneration.

Resolution 7: general authority to issue Common Stock

 

The Certificate of Incorporation permits the Board to issue Common Stock and
grant rights to subscribe for or convert any securities into Common Stock if
they are authorised to do so by shareholders in a shareholder meeting. The
authorisation being sought at the Annual Meeting will permit the Board to
issue Common Stock or grant rights to subscribe for or convert any securities
into Common Stock up to an aggregate par value of USD$15,816.67 (representing
approximately one third of the issued Common Stock of the Company (excluding
any Common Stock held in treasury)) as at the date of the notice of meeting.

The resolution is in line with the Investment Association Share Capital
Management Guidelines.

Resolutions 8 and 9: Disapplication of pre-emption rights when issuing Common
Stock for cash

These resolutions disapply shareholders' pre-emption rights which are
contained in the Certificate of Incorporation and which would otherwise apply
on an issue of Common Stock, the grant of rights to subscribe for or convert
any securities into Common Stock, or the sale of any Common Stock held in
treasury, in each case, for cash.  It is limited to the issue of Common
Stock, grants of rights and the sale of Common Stock held in treasury:

·               made in connection with rights issues or other
pre-emptive offers where the Common Stock or rights are offered first to
existing shareholders in proportion (as nearly as may be practicable) to their
existing holdings of Common Stock; and

·               otherwise, up to an aggregate par value of
USD$4,745.00 (representing approximately ten per cent. of the issued and
outstanding share capital of the Company (excluding Common Stock held in
treasury) as at the date of the notice of meeting); and

·             an additional amount up to an aggregate par value of
USD$4,745.00 (representing an additional approximately ten per cent. of the
issued and outstanding share capital of the Company (excluding Common Stock
held in treasury) as at the date of the notice of meeting) with such
additional amount only to be used for the purposes of financing (or
refinancing, if the authority is to be used within six months after the
original transaction) a transaction which the Board determines to be an
acquisition or other capital investment of a kind contemplated by the
Statement of Principles on Disapplying Pre-Emption Rights most recently
published by the Pre-Emption Group prior to the date of the notice.

The power sought under these resolutions will expire at the conclusion of the
next annual meeting of the Company to be held in 2026.

Whilst the Board has no present intention to exercise this power, it considers
that having it in place would put the Company in a strong position, whether to
address any short-term funding requirements in a cost effective and efficient
manner, or to allow it to pursue potential acquisition opportunities as they
may arise.

Voting thresholds required

Resolutions 1 to 7 (inclusive) will be passed if the affirmative vote of the
holders of a majority of the voting power of the Company's Common Stock
present in person or represented by proxy at the meeting and entitled to vote
on such matter, approve such resolution.

Resolutions 8 and 9 will be passed if the affirmative vote of the holders of
at least seventy-five per cent. (75%) of the voting power of the shares of
Common Stock present in person or represented by proxy at the meeting and
entitled to vote on the matter, approve such resolution.

Action to be taken in respect of the Annual Meeting

Shareholders can vote in respect of their shareholding by attending the Annual
Meeting or by appointing one or more proxies to attend the meeting and vote on
their behalf. If Shareholders appoint a proxy, they may still attend and vote
at the Annual Meeting in person should they decide to do so.

Whether or not you propose to attend the Annual Meeting in person, you are
requested to appoint a proxy who will be able to vote for you if you are
prevented from attending.

Proxies may be appointed by either:

·               completing and returning the enclosed Proxy
Form; or

·               using the CREST electronic proxy appointment
service (for CREST members only); or

·              holders of Common Stock subject to Reg D and Reg
S restrictions can complete their proxy vote online by visiting
www.eproxyappointment.com and entering the login details found on the first
page of the Proxy Form.

In each case, the proxy appointment should be completed by 4:00 p.m. (UK time)
on 25 June 2025.

Paper Proxy Forms should be returned to the Company's registrars,
Computershare Investor Services (Jersey) Limited at c/o The Pavilions,
Bridgwater Road, Bristol, BS13 8AE by no later than 4:00 p.m. (UK time) on 25
June 2025.

Please refer to the Notes to the Notice of Annual Meeting and the enclosed
Proxy Form for detailed instructions.

If your holding of Shares is by way of Depository Interests, you can instruct
the Depository how you would like it to vote on your behalf by completing the
enclosed Form of Instruction so as to be received by the Depository at
Computershare Investor Services plc, The Pavilions, Bridgwater Road, Bristol,
BS99 6ZY as soon as possible but in any event no later than 4:00 p.m. (UK
time) on 24 June 2025.

Alternatively, holders of Depository Interests may instruct the Depository
through the CREST system.

If holders of Depository Interests are using either the Form of Instruction or
the CREST system, the instruction must be received by the Company's
registrars, Computershare Investor Services plc, by no later than 72 hours
prior to the time and date of the meeting.

Please refer to the Notes to the Notice of Annual Meeting and the enclosed
Form of Instruction for detailed instructions.

The attention of shareholders is drawn to the voting intentions of the
Directors set out below.

Recommendation

The Directors believe that the Resolutions will promote the success of the
Company for the benefit of its shareholders as a whole. Accordingly, they
unanimously recommend that you vote in favour of the Resolutions to be
proposed at the Annual Meeting, as they intend to do in respect of their own
beneficial holdings, amounting to (in aggregate) 128,458,289 Shares,
representing approximately 27.1 per cent. of the Issued and Outstanding share
capital of the Company at the date of this document.

 

Yours sincerely

 

Kate Marsh

Chair

Devolver Digital, Inc.
(incorporated and registered in the State of Delaware, US under the General
Corporation Law of the State of Delaware registered number 4524543)

NOTICE OF ANNUAL MEETING

NOTICE IS HEREBY GIVEN that the Annual Meeting of Devolver Digital, Inc. (the
"Company") will be held on 27 June 2025 at 4:00 p.m. (UK time) at the offices
of Fieldfisher LLP, 9(th) Floor, Riverbank House, London, EC4R 3TT (the
"Annual Meeting"). The business of the Annual Meeting will be to consider and,
if thought fit, to pass the following resolutions (of which resolutions 1 to 7
(inclusive) will be passed if the affirmative vote of the holders of a
majority of the voting power of the Company's Common Stock present in person
or represented by proxy at the meeting and entitled to vote on such matter,
approve such resolution; and resolutions 8 and 9 will be passed if the
affirmative vote of the holders of at least seventy-five per cent. (75%) of
the voting power of the shares of Common Stock present in person or
represented by proxy at the meeting and entitled to vote on the matter,
approve such resolution):

1.           To receive the audited financial statements of the
Company and the auditor's report thereon for the financial year ended 31
December 2024.

2.        To receive and approve the Report on the Directors'
Remuneration for the period ending 31 December 2024.

3.           To reappoint Harry August Miller IV as a director of
the Company, who retires and offers himself for reappointment in accordance
with the Company's Bylaws and Certificate of Incorporation.

4.           To reappoint Karen (Kate) Elizabeth Marsh as a director
of the Company, who retires and offers herself for reappointment in accordance
with the Company's Bylaws and Certificate of Incorporation.

5.           To reappoint Grant Thornton LLP as auditors of the
Company, to hold office from the conclusion of this meeting until the
conclusion of the next annual meeting at which audited financial statements of
the Company are laid before the Company.

6.           To authorise the board of directors of the Company (the
"Board") to determine the remuneration of the Company's auditors.

7.           THAT the Board is generally and unconditionally
authorised for the purposes of section 4.4(a) of the Certificate of
Incorporation, in substitution for any authorisations granted at the Company's
previous annual meeting held in 2024, to exercise all the powers of the
Company to issue Common Stock (as that term is defined in section 4.1 of the
Certificate of Incorporation) and to grant rights to subscribe for or convert
any security into Common Stock ("Rights") up to an aggregate par value of
USD$15,816.67 and this authorisation shall, unless previously revoked by
resolution of the Company, expire on 28 September 2026 or, if earlier, at the
conclusion of the annual meeting of the Company to be held in 2026. The
Company may, at any time before such expiry, make offers or enter into
agreements which would or might require Common Stock to be issued or Rights to
be granted after such expiry and the Board may issue Common Stock or grant
Rights in pursuance of any such offer or agreement as if this authorisation
had not expired.

8.           THAT, subject to the passing of resolution 7, the Board
is authorised pursuant to section 4.4(c) of the Certificate of Incorporation,
in substitution for any authorisations granted at the Company's previous
annual meeting held in 2024, to issue Common Stock for cash pursuant to the
authorisation conferred by Resolution 7 above and/or to sell Common Stock held
by the Company in treasury for cash as if shareholders' rights of pre-emption
as set out in section 4.4(d) of the Certificate of Incorporation did not apply
to any such issue or sale, provided that this authorisation shall be limited
to:

(a)         the issue of Common Stock or sale of Common Stock held in
treasury in connection with an offer of, or invitation to apply for, Common
Stock made to holders of Common Stock in the Company in proportion (as nearly
as may be practicable) to the respective numbers of Common Stock held by them
on the record date for such offer but subject in to such exclusions or other
arrangements as the Board may deem necessary or expedient in relation to
treasury shares, fractional entitlements, record dates or legal or practical
problems in or under the laws of any territory or the requirements of any
regulatory body or stock exchange; and

(b)         the issue of further Common Stock or sale of Common Stock
held in treasury (otherwise than pursuant to paragraph (a) above) up to an
aggregate par value of USD$4,745.00,

and this power shall, unless previously revoked by resolution of the Company,
expire on 28 September 2026 or, if earlier, at the conclusion of the annual
meeting of the Company to be held in 2026.  The Company may, at any time
before the expiry of this power, make offers or enter into agreements which
would or might require Common Stock to be issued (and Common Stock held in
treasury to be sold) after such expiry and the Board may issue Common Stock
(and sell Common Stock held in treasury) in pursuance of any such offer or
agreement as if this power had not expired.

9.           THAT, subject to the passing of resolution 7, the Board
is hereby authorised pursuant to section 4.4(c) of the Certificate of
Incorporation, in substitution for any authorisations granted at the Company's
previous annual meeting held in 2024 and in addition to any authority granted
under resolution 8 above, to issue Common Stock for cash pursuant to the
authorisation conferred by Resolution 7 above and/or to sell Common Stock held
by the Company in treasury for cash as if shareholders' rights of pre-emption
as set out in section 4.4(d) of the Certificate of Incorporation did not apply
to such issue or sale, provided that this power shall be limited to:

(a)        the issue of Common Stock or sale of Common Stock held in
treasury up to an aggregate par value of USD$4,745.00; and

(b)        used only for the purposes of financing (or refinancing, if the
authority is to be used within six months after the original transaction) a
transaction which the Board determines to be an acquisition or other capital
investment of a kind contemplated by the Statement of Principles on
Disapplying Pre-Emption Rights most recently published by the Pre-Emption
Group prior to the date of this notice,

and this power shall, unless previously revoked by resolution of the Company,
expire on 28 September 2026 or, if earlier, at the conclusion of the annual
meeting of the Company to be held in 2026.  The Company may, at any time
before the expiry of this power, make offers or enter into agreements which
would or might require Common Stock to be issued (and Common Stock held in
treasury to be sold) after such expiry and the Board may issue Common Stock
(and sell Common Stock held in treasury) in pursuance of any such offer or
agreement as if this power had not expired.

 BY ORDER OF THE BOARD  Registered Office:
 Brian Paige Chadwick   251 Little Falls Drive

Company Secretary
Wilmington, Delaware 19808, USA

                        4 June 2025

Notes to the Notice of Meeting:

Entitlement to attend and vote

1.             The Company specifies that only shareholders entered on
the register of members of the Company at 6.00 p.m. on 25 June 2025 (the
"Record Date") shall be entitled to attend and vote at the meeting in respect
of the number of shares of the Company registered in their name at that time.
Changes to the register after the Record Date shall be disregarded in
determining the rights of any person to attend and vote at the meeting.

Appointment of proxies

2.              A shareholder is entitled to appoint one or more
proxies to exercise all or any of his or her rights to attend and to speak and
vote at the meeting.  A proxy need not be a shareholder of the Company.  A
shareholder 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 shareholder.

3.             The appointment of a proxy will not preclude a
shareholder from attending in person at the meeting and voting if they would
like to do so.

Appointment of proxy using the accompanying proxy form

4.               A proxy form is enclosed. To appoint more than
one proxy, please photocopy the form.  Please state each proxy's name and the
number of shares in relation to which each proxy is appointed (which, in
aggregate, should not exceed the number of shares held by you) in the boxes
indicated on the form. Please also indicate if the proxy form is one of
multiple forms being returned.  All proxy forms must be signed and should be
returned together in the same envelope. In the case of joint shareholders, the
signature of any one of them will suffice, but the names of all joint holders
should be stated.

5.               To be valid, a duly completed proxy form and
the power of attorney or other authority (if any) under which it is signed, or
a notarially certified copy of such power or authority, must be delivered by
hand or sent by post to the offices of the Company's registrars, Computershare
Investor Services (Jersey) Limited at c/o The Pavilions, Bridgwater Road,
Bristol, BS13 8AE (the "Registrar") so as to be received not less than 48
hours (excluding non-business days) before the time fixed for the holding of
the meeting or any adjournment of the meeting (as the case may be).

Appointment of proxy through online voting - Reg D and Reg S holders

6.            Holders of Reg D and Reg S stock can complete their
proxy vote online by visiting www.eproxyappointment.com
(http://www.eproxyappointment.com) and entering the login details found on the
first page of the Proxy Form.

Appointment of proxy through CREST

7.               CREST members, being holders of Depository
Interests, who wish to appoint a proxy or proxies for the meeting, including
any adjournments of the meeting, through the CREST electronic proxy
appointment service may do so by using the procedures described in the CREST
Manual (available via www.euroclear.com). CREST Personal Members or other
CREST sponsored members, and those CREST members who have appointed a voting
service provider(s), should refer to their CREST sponsor or voting service
provider(s), who will be able to take the appropriate action on their behalf.

8.               In order for a proxy appointment made using the
CREST service to be valid, the appropriate CREST message (a "CREST Proxy
Instruction") must be properly authenticated in accordance with Euroclear UK
& International Limited's ("Euroclear") specifications and must contain
the information required for such instructions, as described in the CREST
Manual. The message, regardless of whether it constitutes the appointment of a
proxy or is an amendment to the instruction given to a previously appointed
proxy, must, in order to be valid, be transmitted so as to be received by
Computershare (ID 3RA50) no later than 72 hours (excluding non-business days)
before the time fixed for the holding of the meeting or any adjournment of the
meeting (as the case may be).  For this purpose, the time of receipt will be
taken to be the time (as determined by the timestamp applied to the message by
the CREST Applications Host) from which Computershare is able to retrieve the
message by enquiry to CREST in the manner prescribed by CREST. After this
time, any change of instructions to proxies appointed through CREST should be
communicated to the appointee through other means.

9.            CREST members and, where applicable, their CREST sponsors
or voting service providers should note that Euroclear does not make available
special procedures in CREST for any particular message. Normal system timings
and limitations will therefore apply in relation to the input of CREST Proxy
Instructions. It is the responsibility of the CREST member concerned to take
(or, if the CREST member is a CREST personal member or sponsored member, or
has appointed a voting service provider(s), to procure that his or her CREST
sponsor or voting service provider(s) take(s)) such action as shall be
necessary to ensure that a message is transmitted by means of the CREST system
by any particular time.  In this connection, CREST members and, where
applicable, their CREST sponsors or voting service providers are referred, in
particular, to those sections of the CREST Manual concerning practical
limitations of the CREST system and timings.

10.           The Company may treat a CREST Proxy Instruction as invalid
in the circumstances set out in Regulation 35(5)(a) of the Uncertificated
Securities Regulations 2001.

Depository Interests

11.          If your holding of Shares is by way of Depository
Interests, you can instruct the Depository how it should vote on your behalf
by completing a Form of Instruction and returning it to the Depository at
Computershare Investor Services plc, The Pavilions, Bridgwater Road, Bristol,
BS99 6ZY. Alternatively, Depository Interest holders may also vote through the
CREST system. Paper Forms of Instruction and the instructions submitted via
the CREST system must be received by Computershare (ID 3RA50) no later than 72
hours (excluding non-business days) before the time fixed for the holding of
the meeting or any adjournment of the meeting (as the case may be).

12.         Holders of Depository Interests wishing to attend the
Annual Meeting should contact the depository at Computershare Investor
Services PLC, The Pavilions, Bridgwater Road, Bristol, BS13 8AE or email to
!ukallditeam2@computershare.co.uk in order to request a letter of
representation by no later no later than 72 hours (excluding non-business
days) before the time fixed for the holding of the meeting or any adjournment
of the meeting (as the case may be).

Changing proxy instructions

13.             To change your proxy instructions, simply submit a
new proxy appointment using one of the methods set out above.  Note that the
cut-off time for receipt of proxy appointments also apply in relation to
amended instructions; any amended proxy appointment received after the
relevant cut-off time will be disregarded. If the Company receives more than
one appointment of a proxy in respect of any one share, the appointment
received last revokes each earlier appointment and the Company's decision as
to which appointment was received last is final.

Termination of proxy appointments

14.          In order to revoke a proxy appointment you must notify the
Company of the termination at least three hours before the commencement of the
meeting.

Joint shareholders

15.          In the case of joint shareholders, the vote of the senior
who tenders a vote, whether in person (including by corporate representative)
or by proxy, shall be accepted to the exclusion of the votes of the other
joint shareholders.  Seniority is determined by the order in which the names
of the joint holders appear in the Company's register of members.

Corporate representatives

16.          A corporation which is a shareholder may, by resolution of
its directors or other governing body, authorise one or more persons to act as
its representative at the meeting. Corporate representatives should bring with
them to the meeting: (i) an original or certified copy of the resolution
authorising them; or (ii) an original letter on the shareholder's letterhead,
signed by an authorised signatory, confirming that they are so authorised.

Issued shares and total voting rights

17.             As at the date of this notice of Annual Meeting,
the Company's issued share capital comprised 474,500,242 shares of the
Company's common stock, par value $0.0001 each in the capital of the Company
issued and outstanding. The Company holds 28,917,825 Shares in treasury. Each
share (other than treasury shares) carries the right to one vote at the
meeting of the Company and, therefore, the total number of voting rights in
the Company as at the date of this notice of Annual Meeting is 474,500,242.

Communication

18.      Holders of Depository Interests who have general queries about the
meeting should use the following means of communication (no other methods of
communication will be accepted):

(a)             calling Computershare's shareholder helpline on +44(0)
370 702 0000 (calls to this number are charged at your network providers local
rate) or from overseas on +44 (0)370 702 0000 (charged at the applicable
international rates).  Lines are open from 8.30 a.m. to 5.30 p.m. on business
days (i.e. Monday to Friday but excluding public holidays); or

(c)             in writing to the Company to Computershare
Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS13 8AE.

19.             You may not use any electronic address provided in
this notice of Annual Meeting or in any related documents (including the
accompanying proxy form) to communicate with the Company for any purposes
other than those expressly stated.

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