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Notice of Meeting

 

NOTICE IS HEREBY GIVEN that the 2006 Annual General Meeting of the Company will be held at 10.00 a.m. on 28 April 2006 at The Trinity Centre, Cambridge Science Park, Milton Road, Cambridge, CB4 4FN, to consider and, if thought fit, pass the following resolutions:

Ordinary business


1. That Glenn Gershon be re-elected a Director of the Company.


2. That the Directors be generally and unconditionally authorised in accordance with section 80 of the Companies Act ("the Act") to exercise all powers of the Company to allot relevant securities within the meaning of section 80 of the Act up to the aggregate nominal amount of the authorised but unissued ordinary share capital of the Company immediately following the passing of this resolution, provided that the authority hereby conferred shall operate in substitution for and to the exclusion of any previous authority given to the Directors pursuant to section 80 of the Act and shall expire 15 months after the passing of this resolution or, if earlier, at the conclusion of the Annual General Meeting of the Company to be held in 2007 unless such authority is renewed, varied or revoked by the Company in General Meeting save that the Company may at any time before such expiry make an offer or agreement which might require relevant securities to be allotted after such expiry and the Directors may allot relevant securities in pursuance of such offer or agreement as if the authority hereby conferred had not expired.

Special business


3. That the Directors be empowered pursuant to section 95 of the Act to allot equity securities (as defined in section 94 of the Act) for cash as if section 89(1) of the Act did not apply to any such allotment pursuant to the general authority conferred on them by the above resolution (as varied from time to time by the Company in General Meeting), provided that such power shall be limited to:

(a) The allotment of equity securities in connection with a rights issue or any other pre-emptive offer in favour of holders of equity securities where the equity securities respectively attributable to the interests of all such holders are proportionate (as nearly as may be) to the respective amounts of equity securities held by them subject only to such exclusions or other arrangements as the Directors may consider appropriate to deal with fractional entitlements or legal or practical difficulties under the laws of or requirements of any recognised regulatory body in any territory or otherwise;and


(b) The allotment (otherwise than pursuant to paragraph (a) above) of equity securities up to an aggregate nominal amount of £300,000.

And the power hereby conferred shall operate in substitution for and to the exclusion of any previous power given to the Directors pursuant to section 95 of the Act and shall expire on whichever is the earliest of the conclusion of the Annual General Meeting of the Company held in 2007 or the date falling 15 months from the date of the passing of this resolution unless such power is renewed or extended prior to such meeting except that the Company may before the expiry of any power contained in this resolution make an offer or agreement which would or might require equity securities to be allottedafter such expiry and the Directors may allot equity securities in pursuance of such offer or agreement as if the powerconferred hereby had not expired.

By order of the Board
Max Dyer Bartlett
Secretary
25 March 2006

Note as to proxies: A member entitled to attend and vote at the Meeting convened by the Notice set out above is
entitled to appoint a proxy to attend and vote in his place. A proxy need not be a member of the Company. A form of proxy is enclosed with this Notice.
Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, the Company gives notice that only those members entered on the register of members of the Company no later than 10.00 a.m. on 26 April 2006 will be entitled to attend and vote at the meeting in respect of the number of shares appearing in their name at that time. Changes to entries on the register after this time will be disregarded in determining the rights of any person to attend or vote at the meeting.

 

   

Cytomyx Holdings Plc, 24-25 Signet Court, Cambridge, CB5 8LA, UK
T: +44 (0)1223 316855, F: +44 (0)1223 360732, Email: info@cytomyx.com