Innovative Software Direct plc
LSE : ISDP

November 22, 2010 10:11 ET

Notice of AGM

22 November 2010
                                                     
                                      INNOVATIVE SOFTWARE DIRECT PLC
                                         (the "Company" or "ISD")
                                                     
                                   NOTICE OF THE ANNUAL GENERAL MEETING
                                                     
NOTICE is hereby given that the Annual General Meeting will be held at The Stadium of Light, Sunderland  on
Friday, 3rd December 2010 at 9:30 am to transact the following business of the Company:

Ordinary business

1.  To receive and adopt the Directors' Report and the Accounts for the year ended 31 December 2009
    together with the Report of the Auditors thereon.

2.  To elect Dr Ranga Krishna, who having been appointed by the Directors' during the year and retires
    under the Articles of Association is required to be re-elected and being eligible offers himself for re-
    election as a Director.

3.  To elect Douglas Johnson-Poensgen, who retires by rotation under the Articles of Association and
    is required to be re-elected and being eligible offers himself for re-election as a Director.

4.  To appoint RSM Tenon Audit Limited as Auditors and to authorise the directors to fix their
    remuneration.

5.      To pass the following as an Ordinary Resolution:

        That in substitution for all existing authorities for the allotment of the un-issued shares in  the
        capital  of  the  Company by the Directors, which are hereby revoked but without prejudice  to  any
        allotment,  offer or agreement already made pursuant to that authority previously  granted  to  the
        Directors and the Directors of the Company be and are hereby generally and unconditionally  granted
        the  authority pursuant to Section 551 of the Companies Act 2006 ("the Act) to exercise all  powers
        of the Company to allot equity securities (as defined by Section 560 of the Act)  as follows:
       
        5.1     Up to a maximum nominal amount of £500,000(allotted in pursuance of the exercise of warrants and
                options granted by the Company on or before the date hereof but for no other purpose).
        
        5.2     Up to a maximum nominal amount of £500,000 (allotted in connection with an issue of shares in
                respect of fundraisings after the date hereof but for no other purpose).

        Provided  that  these authorities, unless are duly renewed, varied or revoked  by  the  Company  in
        general  meeting,  shall expire 15 months after the date of passing of this resolution  or  at  the
        conclusion  of  the  next  annual  general meeting of the Company following  the  passing  of  this
        resolution,  whichever  is the earlier event, provided that the Company  may  before  such  expiry,
        variation  or  revocation  make an offer or agreement which would or might  require  such  relevant
        securities  to  be  allotted after such expiry, variation or revocation and the  Directors  of  the
        Company  may  allot relevant securities pursuant to such an offer or agreement as if the  authority
        conferred hereby had not expired or been varied or revoked by the Company.
        
Special business

6.      To pass the following as a Special Resolution:
        That  the Directors are hereby empowered pursuant to Section 571 of the Act to allot or make offers
        or  agreements  to allot equity securities (as defined by Section 560 of the Act) and  pursuant  to
        the  authority conferred in the previous resolution as if Section 561(1) of the Act did  not  apply
        to any such allotment, provided that this power shall be limited to:
        
        6.1     The allotment of the equity securities in connection with any invitation made to the holders of
                the issued ordinary shares to subscribe by way of rights in the same proportions (as nearly as 
                may be)to their respective holdings but subject to such exclusions or other arrangements as the
                Directors consider necessary or expedient in connection with ordinary shares representing fractional
                entitlement or on account of either legal or practical problems arising in connection with the 
                laws of any territory or of the requirements of any regulatory body or stock exchange in any 
                territory.
        
        6.2     The allotment (otherwise than pursuance to sub-paragraph 7.1 above) of equity securities pursuant
                to any outstanding warrant and options granted by the Company prior to the date of this resolution.
        
        6.3     The allotment (otherwise than pursuance to sub-paragraph 9.1, and 9.2 above) of equity securities
                pursuant to fundraisings by the Company after the date of this resolution.
        
        Provided that these authorities, unless they are duly renewed, varied or revoked by the Company  in
        general  meeting,  shall expire 15 months after the date of passing of this resolution  or  at  the
        conclusion  of  the  next  annual  general meeting of the Company following  the  passing  of  this
        resolution,  whichever  is the earlier event, provided that the Company  may  before  such  expiry,
        variation  or  revocation  make an offer or agreement which would or might  require  such  relevant
        securities  to  be  allotted after such expiry, variation or revocation and the  Directors  of  the
        Company  may  allot relevant securities pursuant to such an offer or agreement as if the  authority
        conferred hereby had not expired or been varied or revoked by the Company.


By Order of the Board,
Philip G Evans
Secretary
11th November 2010


Registered Office:
The Studio, East Batterlaw Farm, Hawthorn, Seaham, County Durham SR7 8RP


The Directors of the Innovative Software Direct Plc accept responsibility for this announcement.


Explanatory Notes:
Entitlement to attend and vote

    1.  Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, the Company specifies
        that only those members registered on the Company's register of members at: 6 p.m. on 1st  December 2010;
        or, if this Meeting is adjourned, at 6 p.m. on the day two days prior to the adjourned meeting, shall be
        entitled to attend and vote at the Meeting.
    
Appointment of proxies
    
    2.  If  you  are a member of the Company at the time set out in note 1 above, you are entitled  to
        appoint a proxy to exercise all or any of your rights to attend, speak and vote at the Meeting and you
        should have received a proxy form with this notice of meeting. You can only appoint a proxy using the
        procedures set out in these notes and the notes to the proxy form.
    
    3.  A proxy does not need to be a member of the Company but must attend the Meeting to represent you.
        Details of how to appoint the Chairman of the Meeting or another person as your proxy using the proxy form
        are set out in the notes to the proxy form. If you wish your proxy to speak on your behalf at the Meeting
        you will need to appoint your own choice of proxy (not the Chairman) and give your instructions directly to
        them.

    4.  You may appoint more than one proxy provided each proxy is appointed to exercise rights attached
        to different shares. You may not appoint more than one proxy to exercise rights attached to any one share.
        To appoint more than one proxy please contact the Company Secretary at the Registered office - The Studio,
        East Batterlaw Farm, Hawthorn, Seaham, County Durham SR7 8RP

    Appointment of proxy using hard copy proxy form

    5.  The notes to the proxy form explain how to direct your proxy how to vote on each resolution or
        withhold their vote. To appoint a proxy using the proxy form, the form must be: completed and signed; sent
        or delivered to the Company Secretary at the Registered office - The Studio, East Batterlaw Farm, Hawthorn,
        Seaham, County Durham SR7 8RP; and received by the Company Secretary no later than 5 p.m. on 2nd December
        2010.
    
        In  the case of a member, which is a company, the proxy form 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 proxy form is signed (or a duly certified  copy  of
        such power or authority) must be included with the proxy form.

    Appointment of proxy by joint members

    6.  In  the case of joint holders, where more than one of the joint holders purports to appoint  a
        proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined
        by the order in which the names of the joint holders appear in the Company's register of members in respect
        of the joint holding (the first-named being the most senior).

    Changing proxy instructions
    7.  To change your proxy instructions simply submit a new proxy appointment using the methods set out
        above. Note that 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. Where you have appointed a proxy using the hard-copy proxy form and would like to change the
        instructions using another hard-copy proxy form, please contact the Company Secretary at the Registered
        office - The Studio, East Batterlaw Farm, Hawthorn, Seaham, County Durham SR7 8RP. If you submit more than
        one valid proxy appointment, the appointment received last before the latest time for the receipt of
        proxies will take precedence.
    
    
    Termination of proxy appointments
    8.  In order to revoke a proxy instruction you will need to inform the Company using the following
        method:  By  sending a signed hard copy notice clearly stating your intention to revoke your  proxy
        appointment to the Company Secretary at the Registered office - The Studio, East Batterlaw Farm, Hawthorn,
        Seaham, County Durham SR7 8RP.

    9.  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. The revocation notice must be
        received by the Company Secretary at the Registered office - The Studio, East Batterlaw Farm, Hawthorn,
        Seaham, County Durham SR7 8RP no later than 5 p.m. on 2nd December 2010.
        
        If  you  attempt  to revoke your proxy appointment but the revocation is received  after  the  time
        specified then, subject to the paragraph directly below, your proxy appointment will remain  valid.
        Appointment  of a proxy does not preclude you from attending the Meeting and voting in  person.  If
        you  have  appointed  a  proxy  and  attend the Meeting in  person,  your  proxy  appointment  will
        automatically be terminated.

Contact Information

  • Innovative Software Direct plc