Zeta Compliance Technologies
LSE : ZCGP

May 29, 2009 11:18 ET

Notice of Annual General Meeting

                                                                                           29/05/2009
                                                                                                      
                                                                             GB00B2R2Z520/GBP/PLUS-exn
                                                   
                                                   
                                       ZETA COMPLIANCE GROUP PLC
                                            ("the Company")
                                             (PLUS - ZCGP)
                                   Notice of Annual General Meeting

NOTICE  IS  HEREBY GIVEN THAT the 2009 Annual General Meeting of the Company will be  held  at  Weston
Manor Hotel, Weston-on-the-Green, Oxfordshire, OX25 3QL on 26 June 2009 at 9.30 am to consider and, if
deemed fit, to approve the following ordinary resolutions:

Ordinary Resolutions

1.       To receive the accounts of the Company for the period from 28 January 2008 to 31 January 2009
together with the reports thereon of the directors and the auditors of the Company.

2.       To  reappoint  John Michael Caines retiring as a director in accordance  with  the  Company's
articles of association and, being eligible, offering himself for reappointment as a director  of  the
Company.

3.       To  reappoint John Stewart Cockburn retiring as a director in accordance with  the  Company's
articles of association and, being eligible, offering himself for reappointment as a director  of  the
Company.

4.       To  reappoint  Robert Graeme Nicoll retiring as a director in accordance with  the  Company's
articles of association and, being eligible, offering himself for reappointment as a director  of  the
Company.

5.       To appoint Lindsay Braine as a non-executive director of the Company.

6.       To appoint James Cowper LLP as auditors of the Company in accordance with Section 489 of  the
2006  Act,  until the conclusion of the next general meeting of the Company at which audited  accounts
are laid before members and to authorise the Directors to determine their remuneration.




Date:   29th May 2009                                           BY ORDER OF THE BOARD

Registered Office:
77 Heyford Park
Upper Heyford
Bicester                                                         _______________________
Oxfordshire                                                                 GRAHAM BROWN
OX25 5HD                                                                       SECRETARY


Notes:

1.      A  member  entitled  to attend and vote at the meeting is entitled to appoint  more  than  one
        proxy,  to exercise all or any of his rights to attend, speak and vote in his place on a  show
        of hands or on a poll provided that each proxy is appointed to a different share or shares, or
        to  a different £10.00 or multiple of £10.00 of stock.  Such proxy need not be a member of the
        Company.

2.      To  be  valid,  the  completed  and signed form of proxy must be  returned  to  the  Company's
        Registrars,  SLC Registrars, Thames House, Portsmouth Road, Esher, Surrey, KT10 9AD  not  less
        than 48 hours before the time fixed for the meeting. Lodging a form of proxy does not preclude
        a member from attending and voting at the meeting.

3.      Pursuant  to  Regulation  41 of the Uncertificated Securities Regulations  2001,  the  Company
        specifies  that only those shareholders of the Company on the register at 6.00 pm  on  the  27
        June  2009  shall be entitled to attend or vote at the meeting in respect of shares registered
        in  their  name  at the time. Changes to the register after that time will be  disregarded  in
        determining the rights of any person to attend or vote at the meeting.


Explanatory notes on the resolutions:

Resolution 1

The  directors must present to members the accounts and the reports of the directors and  auditors  in
respect of each financial year.

Resolution 2

The  Company's articles of association require that at the first AGM all the directors must resign and
offer themselves for re-appointment.

Resolution 3

The  Company's articles of association require that at the first AGM all the directors must resign and
offer themselves for re-appointment.

Resolution 4

The  Company's articles of association require that at the first AGM all the directors must resign and
offer themselves for re-appointment.

Resolution 5

The  Company's  articles  of  association  require  that  all  directors  must  offer  themselves  for
appointment.

Resolution 6

The  auditors of the Company must be appointed by the Company's members before the end of the accounts
meeting  of the Company at which the annual accounts and reports for the previous year are laid.   The
directors  propose  to  appoint  James Cowper LLP as auditors and be  given  authority  to  fix  their
remuneration.

The Directors of the Issuer accept responsibility for this announcement.

For more information:

Graham Brown, Zeta Compliance Group plc
Tel:  01869 238073

Barry Hocken/Duncan Vasey, St Helen's Capital Plc
Tel: 020 7428 5582

Contact Information

  • Zeta Compliance Technologies