Shield Service Group Plc

November 25, 2009 13:10 ET

AGM Statement

                                     SHIELD SERVICE GROUP PLC
                                           Result of AGM

The   Board   of   Shield  Service Group Plc ("Shield" or "the Company"),  a  company  whose  core
business  is  office  cleaning,  announces that at the  Company's  Annual  General  Meeting   held
yesterday, all the resolutions proposed in the Notice to Shareholders were duly passed.

The  resolutions  included  the  alteration of the Company's share  capital  by  the  creation  of
1,000,000 preference shares of £1.00 each ("Preference Shares").

The Preference Shares confer on their holders the following rights:

        a.  as to income, subject to the provisions of the Companies Act 2006, the Company may by
            ordinary resolution declare a cumulative preferential dividend at the rate of 5% per year on the
            capital for the time being paid up or credited as paid up on the shares to be paid, to the extent
            that there are profits available for distribution, after the 31st May in each year in respect of
            the 12 months ending on that date; the dividend is cumulative and any dividend arrears must be
            paid before any dividend can be paid to ordinary shareholders;
       b.   as to capital, the right, on a winding-up or other return of capital, to repayment, in
            priority to any payment to the holders of any other shares in the capital of the Company, of:
                   i.      the amounts paid up on the Preference Shares held by them; and
                   ii.     any arrears or accruals of the fixed dividend on the Preference Shares held by them,
                           whether declared or earned, or not, calculated down to the date of such repayment,
        c.  as to voting, the right to receive notice of, to be present and speak at and to vote,
            either in person or by proxy, at any general meeting of the Company if:
                   i.      at the date of the notice or requisition to convene the meeting the cumulative
                           preferential dividend is in arrears for more than 6 months after any date
                           fixed for payment of it; or
                   ii.     any resolution is proposed for the winding up of the Company, in which case the holders
                           may only then vote at the general meeting on the election of a chairman and any motion for
                           adjournment and the resolution for winding up; or
                   iii.    the meeting is convened to consider the purchase by the Company of any of its own
                           shares, or a reduction of the capital of, the Company; or
                   iv.     the proposition to be submitted to the meeting abrogates or varies or otherwise directly
                           affects the special rights and privileges attaching to the Preference Shares.
            On a show of hands every holder of Preference Shares present in person shall have one
            vote, and on a poll every such holder present in person or by proxy shall have one
            vote for every Preference Share held by him/her.
            Save as aforesaid the Preference Shares shall confer no further rights to vote or to
            participate in the profits or the assets of the Company.

A further resolution passed at the AGM stated that the directors be generally empowered to allot
equity securities (as defined in section 560 of the 2006 Act), as if section 561(1) of  the 2006
Act did not apply to any such allotment, provided that this power shall:

        a.  be limited to the allotment of equity securities up to an aggregate nominal amount of
            £1,000,000 Preference Shares and £1,000,000 ordinary shares of 10 pence each; and
        b.  expire on the fifth anniversary of the date that this resolution is passed (unless
            renewed, varied or revoked by the Company prior to or on that date) save that the Company may,
            before such expiry make 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 any such
            offer or agreement notwithstanding that the power conferred by this resolution has expired.

25 November 2009


Shield Service Group Plc                                            01737 812930
Kenneth Macpherson, Non-Executive Director
PLUS Advisor:                                                       020 7251 3762
Alfred Henry Corporate Finance Ltd
Jon Isaacs/Nick Michaels

The Directors accept responsibility for this announcement.

About Shield:

Shield  Service Group is a public limited company whose core business is office cleaning but  also
offers  grounds maintenance, specialist computer cleaning, window cleaning, washroom services  and
janitorial supplies. Shield offers its services throughout London, the areas which surround London
and  the south east of England.  Shield currently operates approximately 500 commercial contracts.
Most  of  its clients subscribe to revolving contracts which often continue for several years  and
underpin the ongoing business.

Shield is a PLUS Markets quoted company.

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  • Shield Service Group Plc