Result of EGM

Rodime PLC 4 September 2000 Company No. 69140 THE COMPANIES ACT 1985 COMPANY LIMITED BY SHARES ORDINARY AND SPECIAL RESOLUTIONS of RODIME PLC Passed on 4 September 2000 At an extraordinary general meeting of the Company duly convened and held at the Roxburghe Hotel, Charlotte Square, Edinburgh EH2 4HG at 11am on 4 September 2000 the following resolutions were duly passed as, in the case of resolutions 1 and 2, ordinary resolutions, and in the case of resolutions 3, 4, 5 and 6, as special resolutions: ORDINARY RESOLUTIONS 1. THAT the proposed acquisition by the Company of the shares in the companies comprising the gaming and betting division of The Littlewoods Organisation plc, as described in the circular to shareholders of the Company dated 11 August 2000, on the terms of the sale and purchase agreement summarised in such circular (subject to such variations in such terms, not being of a material nature, as may be approved by the Directors) be and is hereby approved and that the Directors be authorised to take such action as they may consider appropriate to effect such acquisition. 1. THAT the rules of the share option scheme to be known as the Sportech Share Option Scheme ('the Scheme') (the provisions of which are summarised in paragraph 6 of Part 7 of the circular to shareholders of the Company dated 11 August 2000) produced in draft to the meeting and initialled for the purpose of identification by the Chairman of the meeting be and they are hereby approved and that the Directors be and they are hereby authorised to adopt the Scheme and to do all such acts and things (including without limitation modifying the Rules of the Scheme) as they may consider necessary or expedient in order to obtain the approval to Part A of the Scheme of the Board of the Inland Revenue and to do all such other acts and things as the Directors may consider necessary or expedient for implementing and giving effect to the Scheme, notwithstanding that they may be interested therein. SPECIAL RESOLUTIONS 1. THAT conditional on the passing of resolution 1 above: (A) the share capital of the Company be increased to £40,102,889.75 by the creation of 462,057,795 new Ordinary Shares of 5p each ranking pari passu and as a single class with the existing Ordinary Shares of 5p each in the capital of the Company; (A) the Directors be and are hereby generally and unconditionally authorised for the purposes of Section 80 of the Companies Act 1985 (the 'Act'), in substitution for all previous such authorities granted to them, to allot relevant securities (as defined in Section 80(2) of the Act) up to a maximum nominal amount of £26,536,255.75 at any time during the period of 5 years from the date on which this resolution is passed provided that the Company may before the expiry of this authority make an offer or agreement which would or might require relevant securities to be allotted after such expiry and the Directors may allot relevant securities in pursuance of such offer or agreement notwithstanding the expiry of this authority; and (A) the Directors be and are hereby empowered to allot equity securities (as defined in Section 94 of the Act) in pursuance to the authority conferred on them by paragraph (B) of this resolution as if Section 89(1) of the Act did not apply to the allotment provided that this power shall be limited to: (i) the allotment of 168,282,663 new Ordinary Shares of 5p each to Newby Manor Limited in pursuance of the Subscription Agreement described in the circular to shareholders of the Company dated 11 August 2000; (i) the allotment of equity securities in connection with an offer by way of rights or other offer on a pre-emptive basis to the holders of Ordinary Shares and (where applicable) other equity securities in proportion (as nearly as may be) to their respective holdings of Ordinary Shares or, in the case of holders of other equity securities, in accordance with their respective entitlements to receive such offer, subject to such exclusions or other arrangements as the Directors may consider necessary or expedient to deal with fractional entitlements or legal or practical problems under the laws of any territory or the requirements of any regulatory body or stock exchange in any territory; and (i) the allotment (other than pursuant to sub- paragraphs (i) and (ii) above) of equity securities up to an aggregate nominal amount of £1,480,185 and such power shall expire on the date of the Annual General Meeting of the Company to be held in 2001 or, if sooner, 15 months from the date that this resolution is passed but so that the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of such offer or agreement as if this power had not expired. 1. THAT the name of the Company be changed to Sportech plc. 1. THAT the memorandum of association of the Company be and is hereby amended as follows: (i) by the deletion of the existing sub-paragraphs (A) and (B) of paragraph 1 of Clause IV and the insertion of new sub-paragraphs (A) and (B) of paragraph 1 of Clause IV as follows: '(A) to carry on business as a general commercial company and to do anything of a nature which in the opinion of the Company or the directors is or may be capable of being conveniently carried on or done in connection with the business of the Company or which might directly or indirectly enhance the value of or render more profitable all or any part of the Company's undertaking, property, rights or assets or which might otherwise advance the interests of the Company or its members; (B) to carry on the business of an investment holding company and to invest in, hold, retain, buy, sell, advance upon, lend upon, acquire, foreclose, lease, feu or otherwise deal in securities, land and investments of all kinds, including without prejudice to such generality, shares, bonds, debentures, debenture stock, obligations, options or stock of any company, body corporate or undertaking of whatever nature and wherever constituted, or syndicate of whatever kind and whether registered or incorporated or not and whether carrying on business in the United Kingdom or elsewhere in the world, or heritable or real property or mortgages or stocks and any other obligations or securities of any government, state or municipality, supreme, provincial, local or otherwise, and all whether fully paid or not, or whether bearer or not.'; and (i) by the insertion of a new paragraph 24 of Clause IV immediately after the existing paragraph 23 as follows: '24. To establish or promote any company or companies for the purpose of taking over, acquiring or working any of the property, rights and liabilities of the Company, or for the purpose of carrying on any business which the Company is authorised to carry on, or for any other purpose which may seem to the Company or its directors directly or indirectly calculated to benefit or to advance the objects or interests of the Company or the interests of its members, with power to assist such company or companies in every way, but especially by taking shares, stocks and securities thereof, providing capital and paying preliminary expenses.' 1. THAT the articles of association of the Company be and are hereby altered by the addition of the following words at the end of Article 30 thereof: 'Provided that the Board shall not exercise any power under this Article 30 to decline to register any transfer of shares which are not fully paid shares whilst such shares are listed on the Official List of the UK Listing Authority except to the extent permitted from time to time by the Listing Rules of the UK Listing Authority.'

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Sportech (SPO)
UK 100

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