Notice of AGM August 2011

TRAKM8 HOLDINGS PLC

(incorporated in England and Wales with registration number 5452547)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2011 ANNUAL GENERAL MEETING of Trakm8 Holdings PLC will be held at Lydden House, Wincombe Business Park, Shaftesbury, Dorset SP7 9QJ on Thursday 25th August 2011 at 9.30 a.m. for the following purposes:

To consider, and if thought fit, to pass the following resolutions which, in respect of Resolutions 1 to 5 (inclusive) will be proposed as ordinary resolutions and Resolutions 6 as a special resolutions:

ORDINARY RESOLUTIONS

  1. To receive and adopt the Accounts, together with the Directors' and Auditors’ Reports for the year ended 31 March 2011.
  2. To re-appoint Milsted Langdon as Auditors to the Company until the conclusion of the next annual general meeting and to authorise the Directors to fix their remuneration.
  3. To re-appoint Timothy Adam Cowley as a Director who retires by rotation (and, being eligible, offers himself for re-appointment).
  4. To re-appoint Dawson Buck as a Director who retires by rotation (and, being eligible, offers himself for re-appointment).
  5. THAT, in substitution of all previous authorities to the extent unused, the Directors be and are hereby generally and unconditionally authorised for the purposes of section 551 of the Companies Act 2006 (the "Act"), to exercise all the powers of the Company to allot shares in the Company and grant rights to subscribe for or to convert any securities into shares in the Company up to an aggregate nominal amount (within the meaning of sections 551(3) and (6) of the Act) of £93,823 (representing approximately 50 per cent. of the issued share capital of the Company on the 2nd August 2011), provided that this authority shall expire 15 months after the passing of this resolution or the conclusion of the Annual General Meeting to be held in 2012 (whichever is earlier) unless previously renewed, varied or revoked by the Company in general meeting, save that the Company may before such expiry make an offer or agreement which would or might require shares in the Company to be allotted or rights to subscribe for or to convert any securities into shares in the Company to be granted after such expiry and the Directors may allot shares in the Company or grant rights to subscribe for or to convert any securities into shares in the Company in pursuance of any such offer or agreement as if the authority conferred hereby had not expired.

SPECIAL RESOLUTION

  1. THAT, subject to the passing of resolution 5 above, the Directors be and are hereby empowered to allot or make offers or agreements to allot for equity securities (within the meaning of section 560 of the Act) for cash pursuant to the authority conferred by resolution 6 above as if section 561 of the Act did not apply to any such allotment, provided that this power shall be limited to the allotment of equity securities:

a)  in connection with a rights issue, open offer or any other pre-emptive offer in favour of ordinary shareholders (excluding any shareholder holding shares as treasury shares) but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient to deal with fractional entitlements, record dates, legal or practical problems arising in, or pursuant to, the laws of any overseas territory, the requirements of any regulatory body or stock exchange or any other matter whatsoever; and

b) otherwise than pursuant to sub-paragraph (a) above, up to an aggregate nominal amount of £62,549 (representing approximately 33⅓ per cent. of the issued share capital of the Company on the 2nd August 2011), provided that this power shall expire 15 months after the passing of this resolution or the conclusion of the Annual General Meeting of the Company to be held in 2012, (whichever is earlier) unless previously renewed, varied or revoked by the Company in general meeting, save that the Company may before such expiry make any offer or agreement which would or might require equity securities to be allotted after such expiry and notwithstanding such expiry and the Directors may allot equity securities, in pursuance of such offer or agreement as if this power had not expired.

Dated: 2nd August 2011

Registered Office:

Lydden House
Wincombe Business Park
Shaftesbury
Dorset
SP7 9QJ

By Order of the Board

James Hedges
Secretary

Explanatory notes to the Resolutions:

Resolutions 1 to 5 are proposed as ordinary resolutions. This means that for each of those resolutions to be passed, more than half of the votes cast must be in favour of the resolution. Resolution 6 is proposed as special resolutions. This means that for this resolution to be passed, at least three quarters of the votes cast must be in favour of the resolution.

Resolutions 1 to 5

Resolutions 1 to 5 (inclusive) will each be proposed as ordinary resolutions, as follows:

(i) the receipt of the Accounts, together with the Directors' and Auditors’ Reports for the year ended 31 March 2011 (Resolution 1);

(ii) the re-appointment of Milsted Langdon as Auditors to the Company until the conclusion of the next Annual General Meeting and to authorise the Directors to fix their remuneration (Resolution 2);

(iii) the re-appointment of Messrs Cowley and Buck, each of whom retires by rotation and, being eligible, offer themselves for re-election (Resolutions 3 and 4).

Resolution 5

Resolution 5 is proposed to give power to the Directors until the earlier of the next Annual General Meeting or 15 months after the date of this year's Annual General Meeting to allot relevant securities up to a maximum nominal amount of £93,823 without having to obtain prior approval from shareholders.  This represents approximately 50 per cent. of the total ordinary share capital in issue at the date of this Notice.

Resolution 6

Resolution 6 is proposed to give power to the Directors until the earlier of the next Annual General Meeting or 15 months after the date of this year's Annual General Meeting to allot equity securities referred for cash without first being required to offer such securities to existing shareholders in accordance with the Act. This authority relates to shares with an aggregate nominal value of £62,549, being approximately 33⅓ per cent. of the total ordinary share capital in issue at the date of this Notice.  The Board considers this amount to be a reasonable provision to account for any fund raising requirements which the Company is likely to have over the course of the next 12 months.  In allotting shares pursuant to this authority the Company will seek to achieve at least prevailing market value where circumstances allow.

Notes:

  1. A member entitled to attend and vote at the above Meeting is entitled to appoint another person(s) to attend, speak and vote instead of him or her.  You may not appoint more than one person to exercise rights attached to any one share.  A proxy need not be a member of the Company.
  2. For the convenience of members who may be unable to attend the meeting, a form of proxy is enclosed which should be completed and returned to Neville Registrars, Neville House, 18 Laurel Lane, Halesowen, West Midlands B63 3DA not less than 48 hours before the time fixed for the meeting.
  3. A member may change proxy instructions by submitting a new proxy appointment using the method set out above. The cut-off time for receipt of proxy appointments (see above) also apply in relation to amended instructions; any amended proxy appointment received after the relevant cut-off time will be disregarded.
  4. If more than one valid proxy appointment is submitted by a member, the appointment received last before the latest time for the receipt of proxies will take precedence.
  5. In order to revoke a proxy instruction a member will need to inform the Company by sending a signed notice clearly stating the intention to revoke the proxy appointment to Neville Registrars, Neville House, 18 Laurel Lane, Halesowen, West Midlands B63 3DA .   In the case of a member which is a company, the revocation notice must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company. Any power of attorney or any other authority under which the revocation notice is signed (or a duly certified copy of such power or authority) must be included with the revocation notice. In either case, the revocation notice must be received by Neville Registrars, Neville House, 18 Laurel Lane, Halesowen, West Midlands B63 3DA  no later than 48 hours before the time fixed for the Meeting.
  6. If a member revokes a proxy appointment but the revocation is received after the time specified then, subject to the paragraph directly below, the proxy appointment will remain valid.
  7. Appointment of a proxy does not preclude a member from attending the Meeting and voting in person. If a member appoints a proxy and attends the Meeting in person, the proxy appointment will automatically be terminated.
  8. Pursuant to regulation 41 of the Uncertificated Securities Regulations 2001, entitlement to attend and vote at the meeting and the number of votes which may be cast thereat will be determined by reference to the Register of Members of the Company at close of business on the day which is two days before the day of the meeting. Changes to entries on the Register of Members after that time shall be disregarded in determining the rights of any person to attend and vote at the meeting.
  9. Copies of service contracts between the Directors and the Company or any subsidiary of the Company, the register of Directors' shareholdings and transactions and the Company's articles of association will be available for inspection at the registered office of the Company during usual business hours on any weekday (Saturdays and public holidays excluded) from the date of this notice until the date of the Annual General Meeting and at the place of the Annual General Meeting for at least 15 minutes prior to and until the conclusion of the Annual General Meeting.