BIOQUELL PLC

Minutes of the Annual General Meeting of the Company held at the offices of the Company 52 Royce Close, West Portway, Andover, Hampshire, SP10 3TS at 12.00 noon on Monday 17 May 2010.

Present:   

Nigel Keen (Chairman)
Nicholas Adams
Mark Bodeker
Simon Constantine
Tony Bourne

1. The Notice convening the Meeting was produced to the Meeting and taken as read.

2. The Resolutions contained in the Notice were each proposed and seconded and were duly and separately passed on a show of hands.  The following proxy votes were received as follows:

Number of shares in issue: 41,742,449
Votes per share:   1

                                                 
CHAIRMAN

Company No. 206372
THE COMPANIES ACT 2006
Company Limited by Shares
RESOLUTIONS of BIOQUELL PLC
 
(Passed on 17 May 2010)

At an ANNUAL GENERAL MEETING of the above-named company, duly convened and held in the offices of the company 52 Royce Close, West Portway, Andover, Hants, SP10 3TS on 17 May 2010, the following Resolutions were duly passed Resolution 1 as an Ordinary Resolution and Resolution 2 as a Special Resolution:

1. 

That:

(1)  The Directors be and they are hereby generally and unconditionally authorised for the purpose of Section 551 of the Companies Act 2006 to exercise all powers of the Company to allot shares in the Company or grant rights to subscribe for securities or to convert securities into shares in the Company up to a maximum aggregate nominal amount of £1,387,496 at any time on or before the conclusion of the Annual General Meeting of the Company to be held in 2011 or the date falling 15 months after the passing of this resolution (whichever is the earlier);

(2)  The Company be allowed to make any offer or agreement before the expiry of such period which will or might require any such relevant securities to be allotted or any such rights to be granted after the expiry of this authority and the Directors may, notwithstanding such expiry, allot shares and grant such rights pursuant to any such offer or agreement made by the Company before the expiry of such period; and

(3)  This authority be in substitution for all existing authorities given by the Company for the purpose of Section 551 of the Companies Act 2006 to the extent such authorities are unused.

2. 

Subject to the passing of the previous resolution, that the Directors of the Company be and they are generally and unconditionally authorised at any time during the period commencing on the date of the passing of this resolution and expiring at the conclusion of the Annual General Meeting of the Company to be held in 2011 or on the date falling 15 months after the passing of this resolution (whichever is the earlier) and at any time thereafter, notwithstanding that this authority has expired, pursuant to any offer or agreement made by the Company before the expiry of such period, to allot any equity securities of the Company under any authority conferred on them from time to time pursuant to Section 551 of the Companies Act 2006 or any re-enactment thereof (“the Act”) as if sub-section (1) of section 561 of the Act did not apply thereto, provided that such authority and power shall be limited to the allotment of equity securities (as defined for the purpose of Section 570 of the Act), as follows:
 
(a) in connection with any rights issue or issues of equity securities to the holders of relevant shares of the Company in proportion (as nearly as may be) to their respective holdings of such shares or (where applicable) in accordance with the rights for the time being attached to such shares (but subject to
statutory exclusion, or other arrangements as the Directors may deem necessary or expedient to deal with problems under the laws of any territory or the requirements of any regulatory body or any stock exchange in any territory or in connection with fractional entitlements or otherwise); and

 (b)  any other allotment for cash of equity securities up to a maximum aggregate nominal value of £208,626.