the Alternative Investment Market of the London Stock Exchange (AIM) and
information on the share price and the Company can be accessed via the Company's
website, www.abbeyprotectionplc.com or at www.londonstockexchange.com - code:
ABB. The ISIN number is GB00B293ZK84 and the SEDOL code is B293ZK8.
Company Secretary and registered office
Adrian Green, Abbey Protection plc, Minories House, 2-5 Minories, London, EC3N
1BJ.
Registrar
Computershare Investor Services PLC, The Pavilions, Bridgwater Road,
Bristol BS99 7NH.
Computershare looks after the Shareholder database and is responsible for
maintaining shareholder records and the mailing out of related information.
Computershare Investor Centre gives access to view your holdings online via
their website www.computershare.com. To register click on Investor Centre on the
Computershare home page www.computershare.com and follow the instructions. You
will be able to:
* View all your holding details for companies registered with Computershare
* Update your contact address and personal details online
* Access current and historical market prices
You may contact Computershare Investor Services PLC via the dedicated
Shareholder helpline, 0870 707 1682.
Key dates
The annual general meeting will be held on 28 April 2009 at the Company's
offices, 1 Mitchell Court, Castle Mound Way, Rugby, CV23 OUY.
26 March 2009 - preliminary results for the year ended 31 December 2008
announced
1 April 2009 - ex-dividend date for final dividend
3 April 2009 - record date for final dividend
30 April 2009 - final dividend payment
3 September 2009 - results for half year to 30 June 2009 announced
9 September 2009 - ex-dividend date for interim dividend
11 September 2009 - record date for interim dividend
7 October 2009 - interim dividend payment
Auditors
Deloitte LLP (formerly Deloitte & Touche LLP), Hill House, 1 Little New Street,
London EC4A 3TR.
Nominated adviser
PricewaterhouseCoopers LLP, 1 Embankment Place, London WC2N 6RH.
Broker
Numis Securities, 10 Paternoster Square, London EC4M 7LT.
Solicitors
Eversheds LLP, 115 Colmore Row, Birmingham. B3 3AL.
Bankers
Coutts & Co, 440 Strand, London. WC2R 0QS.
Public Relations
Financial Dynamics Limited, Holborn Gate, 26 Southampton Buildings, London WC2A
1PB.
Charity share donations
Sharegift, an independent charity share-donation scheme, accepts donations of
small parcels of shares where their value makes them uneconomic to sell. If you
wish to donate your shares in this way, see www.sharegift.org (tel: 020 7337
0501) or contact the Company's Registrars.
Notice of annual general meeting
Notice is hereby given that the second annual general meeting of Abbey
Protection plc will be held at the offices of Abbey Protection plc, 1 Mitchell
Court, Castle Mound Way, Rugby, CV23 OUY at 11am on 28 April 2009.
Resolutions
To consider and, if thought fit, pass resolutions 1 to 7 as ordinary resolutions
and resolutions 8 and 9 as special resolutions.
The directors consider that all the resolutions of the annual general meeting
are in the best interests of the Company and recommend that shareholders vote in
favour of them.
Ordinary business
1 To receive the financial statements for the year ended 31 December 2008,
together with the reports of the directors and auditors thereon.
The directors are required to present the Directors' report and the accounts of
the Company for adoption by the shareholders at the annual general meeting of
the Company. Accordingly, resolution 1 presents the accounts for the year ended
31 December 2008 and proposes the accounts for adoption.
2 To declare a final dividend of 2.0 pence per ordinary share for the year
ended 31 December 2008, payable to
the shareholders whose names appear on the register of members at the close of
business on 3 April 2009.
Shareholder approval is required for the payment of a final dividend as
recommended by the Board of directors. Subject to shareholder approval this
dividend will be paid on 30 April 2009.
3 To re-elect Paul Wilson as a director of the Company.
4 To re-elect Adrian Green as a director of the Company.
Under Article 111 of the Company's articles of association each director is
required to retire and offer themselves for re-election at the third annual
general meeting after the annual general meeting at which he was last elected
subject to at least one third of directors retiring and offering themselves for
re-election.
5 To re-appoint Deloitte LLP (formerly Deloitte & Touche LLP) as auditors of
the Company to hold office until the conclusion of the next general meeting at
which accounts are laid before the Company.
6 To authorise the directors to set the remuneration of the auditors of the
Company.
The Company's auditors must offer themselves for re-appointment at each annual
general meeting at which accounts are presented. Accordingly, the directors
propose the re-appointment of Deloitte LLP as the Company's auditors. Resolution
6 authorises the directors to agree the remuneration of Deloitte LLP for their
services as auditors.
Special business
To consider, and, if thought fit, pass the following resolutions of which
resolution 7 will be proposed as an ordinary resolution and resolutions 8 and 9
will be proposed as special resolutions:
Ordinary resolutions
7 (i) That the directors be and are hereby generally and unconditionally
authorised for the purposes of section 80
of the Companies Act 1985 (the "Act") and in accordance with Article 16 of the
Company's articles of association, to exercise all the powers of the Company to
allot relevant securities (within the meaning of section 80(2) of the Act) up to
an aggregate nominal amount of GBP327,464 (being 33% of the issued share capital
(excluding treasury shares) of the Company as at 26 March 2009, the latest
practicable date before publication of this notice) provided that such authority
shall expire at the conclusion of the Company's annual general meeting to be
held in 2010 or on 28 July 2010, whichever is earlier, save that the Company may
before such expiry make any 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 any offer or agreement as if the authority
conferred hereby had not expired. This authority shall be in substitution for
and shall replace any existing authority pursuant to section 80 of the Act, to
the extent not utilised at the date this resolution is passed.
and further
That the directors be and are hereby generally and unconditionally authorised to
exercise all the powers of the Company to allot relevant securities (within the
meaning of section 94 of the Act) in connection with a rights issue in favour of
ordinary shareholders where the relevant securities respectively attributable to
the interests of all ordinary shareholders are proportionate (as nearly as may
be) to the respective numbers of ordinary shares held by them up to an aggregate
nominal amount of GBP327,464 (being 33% of the issued share capital (excluding
treasury shares) of the Company as at 26 March 2009, the latest practicable date
before publication of this notice) provided that this authority shall expire on
28 April 2010, save that 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
an offer or agreement as if the authority conferred hereby had not expired.
Under the Act, the directors may not allot unissued shares in the Company
without the authority of shareholders in general meeting, except for the issue
of shares under the Company's share or share option plans. The authorities
contained in resolution 7 would permit the directors to issue securities up to
an aggregate nominal amount of GBP327,464 on a non pre-emptive basis and issue
securities up to a further aggregate nominal amount of GBP327,464 pursuant to a
rights issue on a pre-emptive basis, in accordance with ABI guidance.
Special resolutions
8 That in accordance with Article 17 of the Company's articles of
association, the directors be and are hereby empowered pursuant to section 95(1)
of the Act:
(a) subject to the passing of resolution 7 above, to allot equity securities (as
defined in section 94(2) of the Act) for cash pursuant to the general authority
conferred by resolution 7 above as if section 89(1) of the Act did not apply to
any such allotment; and
(b) to sell relevant shares (as defined in section 94(5) of the Act) in the
Company if, immediately before the sale such shares are held by the Company as
treasury shares (as defined in section 162A(3) of the Act) for cash (as defined
in section 162D(2) of the Act), as if section 89(1) of the Act did not apply to
any such sale,
provided that this power shall be limited to the allotment of equity securities
and the sale of treasury shares:
(i) in connection with or pursuant to an offer by way of a rights, open offer or
any other pre-emptive offer in favour of ordinary shareholders who are entitled
to participate therein in proportion (as nearly as practicable) to the
respective number of ordinary shares held by such holders but subject to such
exclusions or other arrangements as the directors may deem necessary or
desirable in relation to fractional entitlements or legal or practical problems
arising in, or pursuant to, the laws of any territory, or the requirements of
any regulatory body or stock exchange in any territory; and
(ii) otherwise than pursuant to sub-paragraph (i) above, up to an aggregate
nominal amount of GBP49,615,
and this power shall expire at the conclusion of the Company's annual general
meeting to be held in 2010 or on 28 July 2010, whichever is earlier, save that |