General Meeting

Subject to the provisions of the UK Companies Act, annual general meetings shall be held at such time and place as the directors may determine. The company must hold an annual general meeting within six months of its financial year-end. Shareholder resolutions are passed by the appropriate majority at a properly convened meeting. At any general meeting, every member who is present in person or by proxy shall have one vote for each share on a poll.

No business shall be transacted at any general meeting unless a quorum is present. If a quorum is not present a chairman of the meeting can still be chosen. Two members present in person or by proxy and entitled to attend and to vote on the business to be transacted shall be a quorum.

In accordance with Physitrack's articles of association, a general meeting might be held in two or more locations to facilitate the organisation and administration of any general meeting. Additionally, a general meeting might be held as a physical meeting or a combined physical and electronic meeting at which members have the option to attend the same meeting at a physical location or electronically.

The directors may call general meetings. A general meeting shall be called by at least such minimum notice as is required or permitted by the UK Companies Act. The UK Financial Reporting Council's Guidance of Board Effectiveness recommends that the notice of an annual general meeting should be sent at least 20 working days before the annual general meeting. The notice of an annual general meeting or other general meeting shall be given to all shareholders that are entitled to receive such notices from the company. The company may give such notice by any means or combination of means permitted by the UK Companies Act.

Despite if shareholders who are entitled to receive notice accidentally would not receive a notice, the meeting procedure will continue as planned.