St Helens Private Equity Plc
LSE : SHPE

February 24, 2009 03:00 ET

AGM Statement


                                       ST HELEN'S PRIVATE EQUITY PLC
                                     NOTICE OF ANNUAL GENERAL MEETING

NOTICE  IS HEREBY GIVEN that the Fourth ANNUAL GENERAL MEETING of the members of ST HELEN'S PRIVATE  EQUITY
plc  will  be  held at 15 St Helen's Place, London EC3A 6DE on Monday 23rd March 2009 at 2.00  PM  for  the
purpose  of  transacting the following business, of which resolutions 7, 8 and 9  will  be  proposed  as  a
Special Resolution,

Ordinary Business

1.      To  receive and adopt the Directors' Report and the Financial Statements for the year  ended  30th
         September 2008

2.      To re-elect Mr M Warde-Norbury, who retires by rotation, as a director of the Company.

3.      To re- elect Ms N Brookes, who retires by rotation, as a director of the Company.

4.      To re-appoint Messrs H W Fisher & Company as auditors.

5.      To authorise the Directors to fix the remuneration of the auditors.

Special Business - Ordinary Resolutions

6.       The  Board be unconditionally authorised for the purposes of the Companies Act 1985 Section 80  to
         exercise  all the powers of the Company to allot relevant securities up to a maximum amount of £300,000
         provided that this authority shall expire on 31 March 2010 or, if earlier, at the conclusion of the Annual
         General Meeting of the Company held in the year 2010, save that the Company may prior to the expiry of such
         authority make an offer or agreement under which relevant securities would or might fail to be allotted
         after such expiry; and the Board may allot relevant securities in pursuance of such an offer or agreement
         as if the authority conferred by this resolution had not expired.

Special resolutions

7.       The  Board be empowered pursuant to the Companies Act 1985 to allot equity securities for cash  as
         if Section 89 (1) of the Companies Act 1985 did not apply to such allotment provided that this power shall
         be limited to:

         7.1 the allotment of equity securities (as defined in Section 94 of the Act) in connection with any
         offer  by way of rights to the holders of ordinary shares in the Company on a record date fixed  by
         the  Board  in proportion (as nearly as may be) to the number of shares then held by such  holders,
         but subject to such exclusions or other arrangements as the Board may deem appropriate to deal with
         fractional  entitlements or to resolve any legal or practical problems arising in  connection  with
         such an offer; and

         7.2  The  allotment  otherwise than in connection with such an offer up  to  an  aggregate  nominal
         amount of £150,000;


         and  shall  expire on 31 March 2010 or, if earlier, at the conclusion of the Annual General Meeting  of
         the  Company held in the year 2010 save that the Company may prior to the expiry of such authority make
         an  offer  or  agreement under which equity securities would or might fail to be  allotted  after  such
         expiry  and the Board may allot equity securities in pursuance of such an offer or earlier by agreement
         as if the power conferred by this Resolution had not expired.

8.       The  Articles  of Association now produced to the Meeting, and initialled by the Chairman  thereof
         for the purposes of identification, be adopted as the Articles of Association of the Company in exclusion
         of all existing Articles of Association.
    
9.       The  period of notice required for general meetings of the Company shall be not less than 14 clear
         days.

Dated 24 February 2009
                                                                                      By Order of the Board
                                                                                                           
Registered Office                                                                         D I Shephard
15 St Helen's Place                                                                       Secretary        
London EC3A 6DE

Notes:
1.  A  member entitled to attend and vote at the meeting is entitled to appoint one or more proxies to
    attend and, on a poll, vote in his stead.  A proxy need not be a member of the Company.  The appointment of
    a  proxy will not preclude a member from being present at the meeting and voting in person if he or she
    should subsequently decide to do so.
2.  A  proxy  form  is enclosed and to be valid proxy forms must be lodged with the Secretary  at  the
    registered office not later than 48 hours before the time of the meeting.
3.  A shareholder may attend, speak and vote at the meeting if his name is on the register of members
    by 3.30 pm on 18th March 2009 a shareholder's voting entitlement will depend on the number of shares held
    at that time.
4.  Where no instruction is given, either generally or in relation to any resolution, your proxy may
    vote at his or her discretion or refrain from voting as he or she sees fit.  The Chairman of the meeting
    will decide any unclear voting instructions he receives.  His decision will be final.
5.  Changes  to written proxy voting instructions for the Chairman must be made in writing and  signed
    by the shareholder.  The voting instruction received last will be the one that is followed.  To be certain
    that  changes  are accepted, they must be received by the Secretary by 3.30 pm on 18th March  2009  The
    Chairman's decision concerning changes to proxy voting will be final. Alternatively, shareholders wishing
    to change their proxy voting instructions may do so by attending the meeting and voting in person.
6.  Joint shareholders may attend the meeting.  Any one shareholder may sign a proxy form or poll card
    on  behalf of all joint shareholders.  If more than one joint shareholder fills in a proxy form or poll
    card, the most recent voting instruction of the shareholder named first in the register of members will be
    accepted, whenever instructions from another joint holder are received.
7.  Crest  members who wish to appoint a proxy may do so for the Meeting and any adjournment  thereof.
    Crest members should refer to their Crest sponsor or voting service provider who will be able to take the
    appropriate action on their behalf.  In order for a proxy appointment or instruction to be made using the
    Crest  Service to be valid, the appropriate Crest message (a Crest proxy instruction) must be  properly
    authenticated in accordance with CrestCo's specifications and must contain the information required for
    such instructions as described in the Crest Manual.  All messages relating to the appointment of a proxy or
    an instruction to a previously appointed proxy must be transmitted so as to be received by SLC Registrars
    Limited by 3.30 pm on 18th March 2009.  It is the responsibility of the Crest member concerned to take 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.  The Company may treat as invalid a Crest proxy instruction in
    the circumstances set out in Regulation 35(5) (a) of the Uncertificated Securities Regulations 2001.

Contact Information

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