To: Mr Phillip Rhoden Esq Clubfinance Ltd P.O. Box 1036 Hemel ...

(c)
The following resolutions were passed by
the Company on 5 January 2011:
(i) in substitution for existing authorities,
the Board were generally and
unconditionally authorised in
accordance with section 551 of CA
2006 to exercise all the powers of the
Company to allot Shares and to grant
rights to subscribe for or to convert
any security into shares in the
Company (‘‘Rights’’) up to an
aggregate nominal amount of
£300,000, provided that, the authority
conferred shall expire on the fifth
anniversary of the date of the passing
of the resolution (unless renewed,
varied or revoked by the Company in
a general meeting) but so that the
authority shall allow the Company to
make before the expiry of the
authority offers or agreements which
would or might require Shares to be
allotted or Rights to be granted after
such expiry;
(ii)
in substitution for existing authorities,
the Board were empowered pursuant
to sections 570 and 573 of CA 2006
to allot or make offers or agreements
to allot equity securities (which
expression shall have the meaning as
described to it in section 560(1) of
CA 2006) for cash pursuant to the
authority set out in paragraph (i)
above or by way of a sale of treasury
shares, as if section 561(1) of CA
2006 did not apply to such allotment,
provided that the power provided
shall expire on the conclusion of the
annual general meeting of the
Company to be held in 2012 and
provided further that the power shall
be limited to:
(1) the allotment and issue of
Shares with an aggregate
nominal value representing up
to £300,000 in connection with
the Offer;
(2) the allotment and issue of
Shares with an aggregate
nominal value representing up
to 10 per cent. of the issued
Share capital of the Company
from time to time
in each case, where the
proceeds may in whole or part
be used to purchase Shares;
(d)
(iii)
(iv)
in substitution for existing authorities,
the Company was empowered to
make one or more market purchases
within the meaning of section 693(4)
of CA 2006 of its own Shares (either
for cancellation or for the retention as
treasury shares for future re-issue or
transfer) provided that:
(1) the aggregate number of Shares
which may be purchased shall
not exceed 4,500,000;
(2) the minimum price which may
be paid for such Shares is 1p,
the nominal amount thereof;
(3) the maximum price which may
be paid for a Share shall be the
higher of (i) five per cent. above
the average of the middle
market price for a Share taken
from the London Stock
Exchange daily official list for the
five business days immediately
preceding the day on which the
purchase is made and (ii) the
amount stipulated by article 5 of
the Buyback Regulations 2003;
(4) the authority conferred shall
expire on the conclusion of the
annual general meeting of the
Company to be held in 2012,
unless such authority is renewed
prior to such time; and
(5) the Company may make a
contract to purchase Shares
under the authority conferred
by the resolution prior to the
expiry of such authority which
will or may be executed wholly
or partly after the expiration of
such authority and may make a
purchase of such Shares; and
the amount standing to the credit of
the share premium account of the
Company, at the date an order is
made confirming such cancellation by
the court, be cancelled.
Save as disclosed in paragraph (c) above,
and except for Offer Shares to be allotted
pursuant to the Early Investment Incentive
and commission payable to authorised
financial intermediaries in connection with
the Offer, no share or loan capital of the
Company has been issued for cash or for a
consideration other than cash, no such share
or loan capital is proposed to be issued, no
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