Notice of EGM
Friday, 4th September 2009
MCINERNEY HOLDINGS PLC
(the "Company")
Notice of Extraordinary General Meeting of the Company
Notice is hereby given that an Extraordinary General Meeting (the "EGM") of the Company will be held at 11.00 am on the 28th day of September 2009 at Bewleys Hotel, Merrion Road, Ballsbridge, Dublin 4 pursuant to Section 40 (1) of the Companies (Amendment) Act 1983 for the purpose of considering the situation which has arisen whereby the net assets of the Company are half or less of the amount of the called up share capital and to consider whether any, and if so what, measures should be taken to deal with the situation.
Mark Shakespeare
Secretary
Notes:
1. Attending the EGM in person
If you wish to attend the EGM in person, you should arrive at the venue for the EGM in good time to allow your attendance to be registered. It is advisable to have some form of identification with you as you may be asked to provide evidence of your identity to the Company's registrars before being admitted to the EGM.
2. Appointment of a proxy
Members ave the right to appoint some other person(s) of their choice, who need not be a member, as their proxy to exercise all or any of their rights, to attend, speak and vote on their behalf at the EGM. A Form of Proxy is enclosed with this Notice. A member may appoint more than one proxy in relation to the meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares of the member. A proxy must attend the meeting in person. Completion of the appropriate Form of Proxy does not prevent a member from attending, speaking and voting in person if they are entitled to do so and so wish.
In ccordance with Section 136 of the Companies Act 1963, members are entitled to appoint a proxy by electronic means. Members may appoint a proxy by electronic means via the following website: www.computershare.com/ie/voting/mcinerney. Further information concerning the procedure to appoint a proxy by electronic means is provided in the Form of Proxy enclosed with this Notice.
If you wish your proxy to speak on your behalf at the EGM you will need to appoint your own choice of proxy (not the chairman of the EGM) and give your instructions directly to them.
3. Entitlement to attend and vote at the EGM
The ime by which a person must have been entered on the Company's register of members for certificated or uncertificated Ordinary Shares is 6 p.m. on 25 September 2009 in order to be entitled to attend, speak and vote at the EGM in respect of the number of Ordinary Shares registered in their name (or, in the event of any adjournment of the EGM, at 6 p.m. on the date which is two days before the time of any adjournment of that meeting). Changes to entries on the Register of Members after that time shall be disregarded in determining the rights of any person to attend, speak and vote at the meeting.
4. Voting
On vote by show of hands every member who is present has one vote and every proxy present who has been duly appointed by a member entitled to vote has one vote. On a poll vote every member who is present in person or by proxy has one vote for every Ordinary Share of which they are the holder.
5. Further questions and communications
Under section 134(c) of the Companies Act 1963 every member has the right to ask questions related to items on the agenda of the EGM and to have such questions answered by the Company subject to any reasonable measures the Company may take to ensure the identification of the member. In addition, the Company is not required to answer a question where: (a) answering that question would interfere unduly with the preparation for the EGM or the confidentiality and business interests of the Company; (b) the answer to the question put has already been given on the Company's website in a question and answer forum; or (c) it appears to the chairman of the EGM that it is undesirable in the interests of good order of the EGM that the question be answered.
6. Information about the EGM available online
Information regarding the EGM is available on the Company's website at: http://www.mcinerneyholdings.eu/
ENDS
FOR INFORMATION:
Siobhan Molloy Tel: +353 1 6760168
Weber Shandwick or +353 868175066