RNS Number:8796H
Helphire Group PLC
16 November 2007


Company No: 3120010


Public company limited by shares.


Resolutions of Helphire Group plc


(passed 15th NOVEMBER 2007)


At the Annual General Meeting of the above named company, duly convened and held
at The Holiday Inn Hotel, Lower Bristol Road, Bath on Thursday 15th November
2007 at 11.00 a.m. the following Resolutions were passed as to Resolutions 1 to
8 (inclusive) and 10 as Ordinary Resolutions and as to Resolutions 9 and 11 as a
Special Resolution;


RESOLUTIONS


Resolution 1


To receive and adopt the financial statements for the financial year ended 30th
June 2007 and receive the Directors' and Auditors' reports.


Resolution 2


To declare a final dividend of 5.8 pence per ordinary share.


Resolution 3


To re-elect Peter Holding as a Director.


Resolution 4


To re-elect Roger Taylor as a Director.


Resolution 5


To elect David Paige as a Director.


Resolution 6


To re-appoint Deloitte & Touche as Auditors to the Company until the conclusion
of the next general meeting of the Company at which accounts are laid and to
authorise the Directors to fix their remuneration.


Resolution 7


To approve the directors' remuneration report for the financial year ended 30th
June 2007.


Resolution 8


That the Directors be and they are hereby generally and unconditionally
authorised pursuant to Section 80 of the Companies Act 1985 to allot relevant
securities (as defined in that section) up to an aggregate nominal value of
?2,280,685 to such persons at such times and on such terms as they think proper
such authority to expire at the conclusion of the Annual General Meeting of the
Company to be held in 2008 save that the Company may prior to the expiry of such
period make an offer or agreement which would or might require relevant
securities to be allotted after the expiry of the said period and the Directors
may allot relevant securities in pursuance of such offer or agreement
notwithstanding the expiry of the authority given by this resolution.


Resolution 9


That in substitution for all existing authorities granted by the Company in
General Meeting pursuant to Section 95 of the Companies Act 1985 ("the Act") but
without prejudice to any allotments of or agreements to allot equity securities
pursuant to such authorities prior to the date hereof, the Directors be and are
empowered in accordance with Section 95 of the Act to allot equity securities
(as defined in Section 94 of the Act) for cash pursuant to the authority
conferred on them to allot relevant securities (as defined in Section 80 of the
Act) by resolution 7 set out in the notice convening this Meeting or otherwise
as if sub-section (1) of Section 89 and sub-sections (1) - (6) of Section 90 of
the Act do not apply to any such allotment provided that the power conferred by
this resolution shall be limited to:-


(a) an issue or offering by way of rights (including without limitation under a
rights issue, open offer or similar arrangement) in favour of holders of equity
securities and any other persons entitled to participate in such issue or
offering where the equity securities respectively attributable to the interests
of such holders and persons are proportionate (as nearly as may be) to the
respective numbers of equity securities held by or deemed to be held by them on
the record date of such allotment subject only to such exclusions or other
arrangements as the Directors may consider necessary or expedient to deal with
fractional entitlements or legal or practical problems under the laws or
requirements of any recognised regulatory body in any territory; and


(b) the allotment (otherwise than pursuant to sub-paragraph (a) above) of equity
securities up to an aggregate nominal value not exceeding ?345,558


and this power, unless renewed, shall expire at the end of the Annual General
Meeting of the Company to be held in 2008 but shall extend to the making, before
such expiry, of an offer or agreement which would or might require equity
securities to be allotted after such expiry and the Directors may allot equity
securities in pursuance of such offer or agreement as if the authority conferred
hereby had not expired.


Resolution 10


That the directors may utilise part of the authority and power granted pursuant
to Resolution 8 and paragraph (b) of Resolution 9 to allot equity securities at
par value not exceeding ?69,000 to the trustees of any trust, or any other body
(corporate or incorporate) established exclusively for the purposes recognised
as charitable under the laws of England.


Resolution 11


That the amendments to the Articles of Association of the Company in the form
produced to the Annual General Meeting and, for the purposes of identification,
initialled by the Chairman and dated 1st October 2007 be approved.



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