Result of AGM

    RNS Number : 1354B
  Total Systems PLC
  12 August 2008
   


    
Total Systems plc - Result of AGM
    
Total Systems plc ("the Company") suppliers of cost effective and flexible software systems to the financial services industry, primarily in
the insurance and warranty sectors, is pleased to announce that all resolutions were passed at its' Annual General Meeting held on 11th
August 2008 including the following special resolutions:

    RESOLUTION 6

    That subject to the passing of resolution 4 (which was passed) the Directors be and are hereby empowered, during the period expiring on
the earlier of 11 November 2009 and the date of the Company's Annual General Meeting to be held in 2009, to allot or make offers or
agreements to allot equity securities (as defined in Section 94 of the Companies Act 1985 ("the Act")) pursuant to the authority for the
purposes of Section 80 of the Act conferred by the said resolution as if Section 89(1) of the Act did not apply to any such allotment,
provided that this power shall be limited to the: 

    6.1. Allotment of equity securities having a nominal value of up to £175,326 (representing 3,506,517 ordinary shares) in connection with
a rights issue in favour of the holders of relevant shares and relevant employee shares, or in connection with any other form of issue of
such securities in which such holders are offered the right to participate, in proportion (as nearly as may be) to their respective holdings
but subject to such exclusions or other arrangements as the Directors consider necessary or expedient in connection with shares representing
fractional entitlements or on account of either legal or practical problems arising in connection with the laws of any territory, or of the
requirements of any generally recognised regulatory body or stock exchange in any territory; and

    6.2. Allotment (otherwise than pursuant to sub-paragraph 6.1 above) of equity securities up to an aggregate nominal value of £26,299,
representing 525,977 shares, equivalent to 5% of the issued share capital of the Company as at 31 March 2008.

    RESOLUTION 7

    That the Company be and is hereby generally and unconditionally authorised in accordance with Section 166 of the Companies Act 1985 to
make market purchases (within the meaning of section 163 of the Companies Act 1985) of shares in the capital of the Company ("Shares")
provided that:

    7.1. The maximum aggregate number of shares hereby authorised to be purchased is 1,051,955, representing 10% of the Company's Issued
Ordinary Share Capital at the date of this Notice of Annual General Meeting. 

    7.2. The maximum price which will be paid for a share is an amount equal to 105 % of the average middle market quotation for a share (as
derived from the London Stock Exchange Daily Official List) for the ten dealing days immediately preceding the day on which the share is
purchased, exclusive of expenses.

    7.3. The minimum price which may be paid for a share is its nominal value, exclusive of expenses.

    7.4. The authority hereby conferred shall expire fifteen months after the date on which the resolution is passed, or if earlier, at the
conclusion of the next Annual General Meeting of the Company, unless such authority is renewed prior to such time.

    7.5. The Company may make a contract to purchase shares under the authority hereby conferred prior to the expiry of such authority,
which will or maybe executed wholly or partly after the expiry of such authority, and may make a purchase of shares in pursuance of any such
contract.

    These special resolutions have been forwarded to the FSA's Document Viewing Facility today.

    Terence Bourne and Granville Harris, the Company's chairman and finance director respectively are available to take enquiries by
telephone on 020 7294 4888.
    
www.totalsystems.co.uk

    For further information please contact

    Terence Bourne, Chairman, Total Systems plc            020 7294 4888

    Granville Harris, Finance Director, Total Systems plc        020 7294 4888


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