19 January 2010

CustomVis plc

("CustomVis" or "the Company")

Notice of AGM

CustomVis announces that it has today posted to shareholders of the Company (the "Shareholders") a circular giving notice of an annual general meeting (the "AGM") to be held at 10.00 a.m. on 11 February 2010 (the "Notice").

The business of the AGM will be to receive the report and accounts and to conduct other ordinary and special business of the Company as set out in the Notice.  

Special business

At the AGM a resolution will be proposed to renew the directors' authority to allot shares (or securities carrying rights to subscribe for or to convert into shares) outside employee share schemes, limited to a maximum of 180,000,000 ordinary shares in the capital of the Company. A further resolution will be proposed to seek approval to disapply statutory pre-emption rights which require that any shares to be allotted for cash (other than under employee share schemes) must first be offered to existing shareholders. This authority is in respect of the grant of options to Dr Paul van Saarloos in respect of up to 20,000,000 ordinary shares in the capital of the Company ("Ordinary Shares") and is otherwise limited to a maximum of 160,000,000 Ordinary Shares.  

As noted in the annual report and accounts for the year to 30 June 2009, which was posted to Shareholders on 31 December 2009, the Directors continue to implement developments to fund ongoing operations and growth. One option being considered by the Directors is to raise additional working capital in the course of 2010 and the authority sought under this resolution will give the Directors flexibility to raise capital, should this be necessary in the best interests of the Company, without following the strict statutory pre-emption provisions and potentially delaying a fundraising.

The Board has restructured the employment conditions of the CEO, Dr Paul van Saarloos and the options proposed to be granted to Dr van Saarloos are outside the existing share option scheme approved by the Company's shareholders on 13 December 2004. They are in respect of 20,000,000 Ordinary Shares and will contribute to his employment conditions through a 24 per cent. reduction in his direct salary and a comprehensive incentive program over the next three years. The options are at exercise prices and vesting dates as described in the table below and are subject to certain performance criteria being achieved:

These authorities will expire at the next annual general meeting of the Company or, if earlier, 15 months from the date of passing of this resolution.

For further information, please contact: