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.