AGM Results
29.02.2008
LONDON, UK, 29 February 2008 – Optos plc (LSE: OPTS), a leading medical technology company for the design, development, manufacturing and marketing of retinal imaging devices, today announced that all of the proposed resolutions set out in the Notice of AGM were passed by shareholders at the Company’s Annual General Meeting held on 28 February 2008.
Resolutions 12 and 13 (below) constitute special business of the Company and in accordance with the Listing Rules 9.6.3 and 9.6.18 have been submitted to the Financial Services Authority and will shortly be available for inspection at the UKLA Document Viewing Facility located at:
Financial Services Authority
25 The North Colonnade
Canary Wharf
London E14 5HS
Resolution 12
That the Articles of Association of the Company be amended by inserting the following as a new Article 118.1:
“118.1 Subject to the provisions of the Acts and as contemplated by section 175 of the Companies Act 2006, the Directors may authorise, in such manner and on such terms and subject to such limits and conditions as they see fit, any matter in which a Director has, or can have, a direct or indirect interest which conflicts, or possibly may conflict, with the interests of the Company. The Director concerned shall not vote on (or if he does vote, his vote shall not be counted), or be counted as part of the quorum in relation to, any resolution of the Directors concerning any such matter. This Article does not apply to a conflict of interest arising in respect of a transaction or arrangement with the Company. For the purpose of this Article 118.1, a conflict of interest includes a conflict of interest and duty and a conflict of duties.”
and amending the numbering of the remainder of Article 118 (and any references thereto in the Articles of Association) accordingly.
Resolution 13
That the Articles of Association of the Company be amended by the deletion of Article 114.1 and the insertion of the following as a new Article 114.1:
“114.1 Unless otherwise determined by the Company by ordinary resolution, a Director (other than an alternate Director) who does not hold executive office shall be paid for his services as a Director such fees at such rate as may from time to time be determined by the Board provided that the aggregate of such fees payable to the Company’s non-executive Directors shall not exceed £350,000 per annum.”
Copies of these Resolutions can also be obtained from the Company Secretary at the Registered Office:
Optos plc
Queensferry House
Carnegie Business Campus
Dunfermline
Scotland
KY11 8GR
Below is the Statement of Forms of Proxy for Ordinary Resolutions 1-9 and Special Resolutions 10-13 and in accordance with the Combined Code D.2.2 these results have been posted to the Company’s web site.
|
RESOLUTION |
TOTAL VOTES |
FOR |
AGAINST |
ABSTENTIONS |
|
1 |
21,941,168 |
21,710,497 |
229,473 |
0 |
|
2 |
21,941,168 |
21,504,891 |
433,148 |
1,931 |
|
3 |
21,941,168 |
21,710,497 |
229,473 |
0 |
|
4 |
21,941,168 |
21,710,497 |
229,473 |
0 |
|
5 |
21,941,168 |
19,969,453 |
297,915 |
1,672,602 |
|
6 |
21,941,168 |
21,710,497 |
229,473 |
0 |
|
7 |
21,941,168 |
21,710,497 |
229,473 |
0 |
|
8 |
21,941,168 |
21,707,873 |
229,473 |
2,024 |
|
9 |
21,941,168 |
21,937,439 |
1,931 |
0 |
|
10 |
21,941,168 |
21,937,946 |
0 |
2,024 |
|
11 |
21,941,168 |
21,939,970 |
0 |
0 |
|
12 |
21,941,168 |
21,710,497 |
229,473 |
0 |
|
13 |
21,941,168 |
21,937,146 |
200 |
2,024 |
- ENDS -
Enquiries
Optos plc +44 (0) 1383 843 337
John McNeil, Company Secretary +44 (0) 7870 240 325
Note to Editors
Optos plc is a leading and rapidly growing medical technology company for the design, development, manufacturing and marketing of devices that image the retina, the light-sensitive area at the back of the eye. Optos' platform technology is the Panoramic200 Scanning Laser Ophthalmoscope device - known as the P200. In a quarter of a second the P200 device produces a high resolution image of up to 200 degrees or approximately 82 percent of the retina in a single capture. The image - branded the optomap® Retinal Exam - provides eye care practitioners with clinically useful information that facilitates the early detection of disorders and diseases evidenced in the retina, such as glaucoma, diabetic retinopathy and age-related macular degeneration. Retinal imaging can also indicate evidence of non-eye or systemic diseases such as diabetes, hypertension and certain cancers. The Company has regulatory clearance (CE and FDA 510(k)) to market a second device - P200MA. Optos' technology provides an unequalled combination of wide-field retinal imaging, speed and convenience for both practitioner and patient and can help save sight and save lives. Optos is incorporated in Scotland under the Companies Act 1985 with registered number SC139953. The Company maintains its Registered Office at Queensferry House, Carnegie Business Campus, Dunfermline, Scotland KY11 8GR United Kingdom.
Forward-Looking Statements
Certain statements made in this announcement are forward-looking statements. These forward-looking statements are not historical facts but rather are based on the Company's current expectations, estimates and projections about its industry, its beliefs and assumptions. Words such as 'anticipates,' 'expects,' 'intends,' 'plans,' 'believes,' 'seeks,' 'estimates,' and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors, some of which are beyond the Company's control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. The Company cautions shareholders and prospective shareholders not to place undue reliance on these forward-looking statements, which reflect the view of the Company only as of the date of this announcement. The forward-looking statements made in this announcement relate only to events as of the date on which the statements are made. The Company will not undertake any obligation to release publicly any revisions or updates to these forward-looking statements to reflect events, circumstances or unanticipated events occurring after the date of this announcement except as required by law or by any appropriate regulatory authority.