News - November AGM Update

At the Company’s AGM on 2 November 2007, all resolutions proposed were duly passed with the exception of resolution 1 which was withdrawn for the reasons set out below.

WITHDRAWL OF FIRST RESOLUTION
The first resolution set out in the notice to the annual general meeting “To receive the report of the directors and the financial statements for the period ended 30 April 2006 together with the auditor’s report” was withdrawn from the AGM.

On 10 October 2007, in accordance with the Companies Act 1985 and the Company’s articles of association, the Directors arranged for the posting of a notice of this annual general meeting. On 26 October 2007 during the course of the completion of the 2007 audit for the Company, an additional expense of GBP23,564 was found relating to the period from date of incorporation to 30 April 2006.

The Directors had taken all possible steps to comply with the filing deadline for the accounts and the error was unforeseen. The Company has been granted by Companies House an extension to the filing date to file revised accounts for that period, to be filed on or before 2 December 2007.

Accordingly the Board
took the view that in the circumstances it would be inappropriate for shareholders to approve the accounts.

Shareholders will be asked to vote in favour of resolution 5 of the notice of the second AGM approving the revised accounts for that period and full details are set out in the notice of the second AGM.

NOTICE OF AGM AND GENERAL MEETING.
The AGM and General Meeting will be held on 29 November 2007 at Sofitel St. James’s Hotel, The Kensington Room, 6 Waterloo Place, London, SW1Y 4AN. The AGM will commence at 11:00 am and the General Meeting will commence at 11:30 am (or immediately following the conclusion of the AGM, if later). The Company has posted to shareholders copies of the notices, forms of proxy; revised report of the Directors and the financial statements for the period ended 30 April 2006 together with the auditor’s report and the report of the Directors and the financial statements for the period ended 30 April 2007 together with the auditor’s report.

AGM
This is the second AGM (“Second AGM”) that the Company has held this month and this is because the first AGM on 2 November 2007 (“First AGM”) concerned, amongst other matters, the approval of the Company’s audited accounts from the date of incorporation to 30 April 2006, whereas the Second AGM includes, inter alia, the approval of the Company’s audited accounts for the period from 1 May 2006 to 30 April 2007. However for reasons stated above resolution 1 of the First AGM was withdrawn at the First AGM.

The Second AGM will be held for the purposes of considering, and if thought fit, passing the following resolutions:

ORDINARY RESOLUTIONS
1. To receive the report of the directors and the financial statements for the period ended 30 April 2007 together with the auditors' report.

2. To re-elect Bernard Ross who is retiring in accordance with the Company’s Articles of Association as a director of the Company.

3. To re-appoint Hadleys & Co as auditors for the Company to hold office until the conclusion of the next Annual General Meeting and to authorise the directors to fix the remuneration of the auditors.

4. To ratify the Board’s decision not to hold an AGM within 18 months of the date of incorporation of the Company.

5. To receive the revised report of the directors and the financial statements for the period ended 30 April 2006 together with the auditors' report.

6. That under section 80 of the Companies Act 1985 (“the Act”), the directors be and are hereby generally and unconditionally authorised for the purposes of section 80 of the Act to exercise all the powers of the Company to allot relevant securities (within the meaning of the said section 80) up to an aggregate nominal amount of GBP366,343 provided that such authority shall expire at the conclusion of the next annual general meeting of the Company and the directors may during that period make offers or arrangements which could or might require the allotment of securities after the expiry of such period.

SPECIAL RESOLUTION
7. That the Directors be and are hereby empowered to allot equity securities (within the meaning of section 95 of the Act) pursuant to the authority conferred by resolution 6 above up to an aggregate nominal amount of GBP109,902.90 as if section 89(1) of the Act did not apply to any such allotment, provided that such power shall expire at the conclusion of the next annual general meeting of the Company.

GENERAL MEETING
It is the intention of the Company to move from trading its shares on PLUS to AIM, a market operated by the London Stock Exchange plc (“AIM”). In conjunction with this move the new ordinary shares in the capital of the Company will be marketed to selected potential investors, which does not involve an offer to the public (“Placing”). It is hoped that the admission of the entire issued and unissued share capital of the Company to trading on AIM (“Admission”) will enhance the Company’s profile and provide access to a wider pool of equity finance. Admission should also provide further liquidity for the Company’s existing shareholders. The net proceeds of the Placing will be used primarily for product development and to provide working capital for the Group. It is currently anticipated that Admission will take place in the first quarter of 2008.

In preparation for Admission shareholders are asked to consider, and if thought fit pass, the following resolutions:

ORDINARY RESOLUTION
1. That the authorised share capital of the Company be increased from GBP1,550,000 to GBP5,000,000 by the creation of 345,000,000 ordinary shares of GBP0.01 each ranking pari passu in all respects with the existing ordinary shares of GBP0.01 each in the capital of the Company.

SPECIAL RESOLUTION
2. That, conditional on the passing of resolution 1 above:

(a) in addition to any such existing authority, the directors be and they are hereby generally and unconditionally authorised to act in accordance with section 80 of the Companies Act 1985 (“the Act”) to exercise any power of the Company to allot relevant securities (within the meaning of the said section 80) up to an aggregate nominal amount of GBP3,900,970.89 in connection with any placing shares in the Company (“Placing”) to be carried out in conjunction with the admission of the Company’s shares to trading on AIM a market operated by the London Stock Exchange plc (“Admission”) provided such authority shall expire on or before 31 May 2008; and

(b) in addition to any such existing power, the directors be and are hereby empowered to allot equity securities (within the meaning of section 95 of the Act) pursuant to the authority conferred by paragraph (a) of this resolution up to an aggregate nominal amount of GBP3,900,970.89 in connection with the Placing as if section 89(1) of the Act did not apply to any such allotment, such power to expire on or before 31 May 2008.

ORDINARY RESOLUTION
3. That subject to Admission becoming effective on or before 31 May 2008, in addition to the authority granted pursuant to resolution 2 above and, following Admission, in substitution for any other existing authorities under section 80 of the Act, the directors be and are generally and unconditionally authorised for the purposes of section 80 of the Act to exercise all the powers of the Company to allot relevant securities (within the meaning of the said section 80) up to an aggregate nominal amount of GBP736,713, or if less such amount as represents one third in nominal value of the ordinary share capital of the Company in issue immediately following Admission and any Placing, and provided that such authority shall expire at the conclusion of the next annual general meeting of the Company and the directors may during that period make offers or arrangements which could or might require the allotment of securities after the expiry of such period.

SPECIAL RESOLUTIONS
4. That in addition to any such existing power, the directors be and are hereby empowered to allot equity securities (within the meaning of section 95 of the Act) pursuant to the authority conferred by resolution 3 above up to an aggregate nominal amount of GBP221,013, or if less such amount as represents 10 per cent of the nominal value of the ordinary share capital of the Company in issue immediately following Admission and any Placing, as if section 89(1) of the Act did not apply to any such allotment, provided that such power shall expire at the conclusion of the next annual general meeting of the Company.

5. That the Articles of Association of the Company be amended to include the amendments set out in Schedule 1 to this Notice.

In accordance with section 142 of the Companies Act 1985, the net assets of the Company are less than half of its called up share capital and part of the purpose of convening the General Meeting is to allow shareholders to consider whether any, and if so what, steps should be taken to deal with the situation. The issue has no bearing on the Company’s future prospects and the Board considers that no further steps are required to address this position.

By Order of the Board

City Tower Secretarial Services Limited,
Company Secretary,
5 November 2007
Registered office:
Norfolk House,
LG Floor, 31 St James’s Square,
London, SW1Y 4JR.

The Directors of Accura Animal Health plc accept responsibility for this announcement.