8. SHARE CAPITAL

      Authorised share capital

On 16 July 2013, Trafalgar New Homes Plc issued 14,000,000 ordinary shares for cash at £0.02p per share.

9. SHARE PREMIUM ACCOUNT

10. PROFIT AND LOSS ACCOUNT

11. RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS’ FUNDS

12. INTERCOMPANY

The company has taken advantage of the exemption conferred by Financial Reporting standard 8 “Related Party disclosures” not to disclose transactions undertaken with other members of the group.

Explanation of resolutions at the Annual General Meeting

Information relating to resolutions to be proposed at the AGM is set out below.  The notice of AGM is set out on page 40.

Retirement and re-election of Directors

Under the Articles of Association, those Directors who have not done so at either of the two previous annual general meetings must retire and submit themselves for re-election each year.  James Dubois, Christopher Johnson and Norman Lott are retiring by rotation, and are submitting themselves for re-election.

Renewal and increase in authority to allot shares and disapply pre-emption rights

The Company currently has an issued share capital of £2,383,751.90 divided into 238,375,190 ordinary shares of 1p each.  The Company has outstanding warrants to subscribe for up to 4,567,504 ordinary shares 2p per share.

The Board proposes to renew the current authorities to allot shares, which expire at the next AGM.  Accordingly, shareholder resolutions are being proposed at the AGM for the purpose of (i) granting the Directors general authority to allot up to 80,000,000 ordinary shares (£800,000 nominal) representing approximately 33.5% of the current issued ordinary share capital; and (ii) disapplying pre-emption rights in connection with the allotment of up to 37,000,000 ordinary shares (£370,000 nominal), representing approximately 15.5% of the current issued ordinary share capital.

Other Business at the AGM

In addition to the appointment and retirement of Directors by rotation (resolutions 4, 5 and 6) and renewal of authorities to allot shares (resolutions 7 and 8), the following resolutions will be proposed at the AGM:

(a) Resolution 1: to approve the annual report and accounts.  The Directors are required to lay before the Company at this AGM the accounts of the Company for the financial year ended 31 March 2014, the report of the Directors and the report of the Company's auditors on those accounts.

(b) Resolution 2: to approve the re-appointment of Crowe, Clark Whitehill LLP as auditors of the Company.  The Company is required to appoint auditors at each general meeting at which accounts are laid, to hold office until the next such meeting.

(c) Resolution 3: to approve the remuneration of the auditors for the next year.

Resolutions 1 to 7 are ordinary resolutions; resolution 8 is a special resolution.

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