AVIA HEALTH INFORMATICS PLC 
By
will be held at the offices of DLA Piper UK LLP at 3 Noble
Street, London EC2V 7EE at Noon on 29
November 2012 for the following purposes:
1. To receive the Company's annual accounts and
directors' and auditors' reports for the year ended
31 March 2012.
2. To reappoint Professor Jeremy Dale who retires by rotation
and who offers himself for re- election as a director of the
Company.
3. To reappoint Roger Lane-Smith who, although not being
required to retire by rotation, offers himself for
re-election as a director of the Company.
4. To reappoint Tim Morris, who has been appointed by the
Board since the last Annual General
Meeting, as a director of the Company.
5. To reappoint Hazlewoods LLP as auditors of the
Company.
6. To authorise the directors to determine the remuneration
of the auditors.
7. That, pursuant to section 551 of the Companies Act 2006
("Act"), the directors be and are generally and
unconditionally authorised to exercise all powers of the
Company to allot Relevant Securities (as defined below):
7.1 comprising equity securities (as defined in section
560(1) of the Act) up to an aggregate nominal amount of
£10,665.04 (such amount to be reduced by the aggregate
nominal amount of Relevant Securities allotted pursuant to
paragraph 7.2 of this resolution) in connection with a rights
issue:
7.1.1 to holders of ordinary shares in the capital of the
Company in proportion (as nearly as practicable) to the
respective numbers of ordinary shares held by them; and
7.1.2 to holders of other equity securities in the capital of
the Company, as required by the rights of those securities
or, subject to such rights, as the directors otherwise
consider necessary,
but subject to such exclusions or other arrangements as the
directors may deem necessary or expedient in relation to
treasury shares, fractional entitlements, record dates or any
legal or practical problems under the laws of any territory
or the requirements of any regulatory body or stock exchange;
and
7.2 otherwise than pursuant to paragraph 7.1 of this
resolution, up to an aggregate nominal amount of £11,290.04
(such amount to be reduced by the aggregate nominal amount of
Relevant Securities allotted pursuant to paragraph 7.1 of
this resolution provided that (unless previously revoked,
varied or renewed) these authorities shall expire at the
conclusion of the next annual general meeting of the Company
after the passing of this resolution or on 1
March 2014 (whichever is the earlier), save that, in each
case, the Company may make an offer or agreement before the
authority expires which would or might require Relevant
Securities to be allotted after the authority expires and the
directors may allot Relevant Securities pursuant to any such
offer or agreement as if the authority had not expired.
In this resolution, "Relevant Securities" means
shares in the Company or rights to subscribe for or to
convert any security into shares in the Company; a reference
to the allotment of Relevant Securities includes the grant of
such a right; and a reference to the nominal amount of a
Relevant Security which is a right to subscribe for or to
convert any security into shares in the Company is to the
nominal amount of the shares which may be allotted pursuant
to that right.
These authorities are in addition to the authority contained
in Resolution 8 and in substitution for all other existing
authorities under either section 80 of the Companies Act 1985
or section 551 of the Act (which, to the extent unused at the
date of this resolution, are revoked with immediate
effect).
8. That pursuant to the terms of a Convertible Loan Notes
Instrument 2012 executed by the Company on 3 September 2012
("the Instrument") and section 551 of the Act and
in addition to the authority contained in Resolution 7 the
directors be and are generally and unconditionally authorised
to exercise all powers of the Company to allot such number of
ordinary shares in the Company as shall comprise 29.9% of the
aggregate of all ordinary shares in the issued share capital
of the Company on the date of conversion of the principal
amount (£350,000) advanced to the Company under and pursuant
to the Instrument including the ordinary shares arising on
such conversion.
9. That, subject to the passing of Resolution 7 and pursuant
to section 570 of the Act, the directors be and are generally
empowered to allot equity securities (within the meaning of
section 560 of the Act) for cash pursuant to the authorities
granted by Resolution 7 as if section 561(1) of the Act did
not apply to any such allotment or sale, provided that this
power shall be limited to:
9.1 the allotment of equity securities in connection with an
offer of equity securities (whether by way of a rights issue,
open offer or otherwise, but, in the case of an allotment
pursuant to the authority granted by paragraph 7.1 of
Resolution 7, such power shall be limited to the allotment of
equity securities in connection with a rights issue):
9.1.1 to holders of ordinary shares in the capital of the
Company in proportion (as nearly as practicable) to the
respective numbers of ordinary shares held by them; and
9.1.2 to holders of other equity securities in the capital of
the Company, as required by the rights of those securities
or, subject to such rights, as the directors otherwise
consider necessary,
but subject to such exclusions or other arrangements as the
directors may deem necessary or expedient in relation to
treasury shares, fractional entitlements, record dates or any
legal or practical problems under the laws of any territory
or the requirements of any regulatory body or stock exchange;
and
9.2 the allotment of equity securities pursuant to the
authority granted by paragraph 7.2 of Resolution 7 otherwise
than pursuant to paragraph 9.1 of this resolution) up to an
aggregate nominal amount of £4,180.01, and (unless previously
revoked, varied or renewed) this power
shall expire at the conclusion of the next annual general
meeting of the Company after the passing of this resolution
or on 1 March 2014 (whichever is the earlier), save that the
Company may make an offer or agreement before this power
expires which would or might require equity securities to be
allotted for cash after this power expires and the directors
may allot equity securities for cash pursuant to any such
offer or agreement as if this power had not expired.
This power is in addition to the authority contained in
Resolution 10 but is otherwise in substitution for all
existing powers under either section 95 of the Companies Act
1985 or section 570 of the Act (which, to the extent unused
at the date of this resolution, are revoked with immediate
effect).
10. That subject to the passing of Resolution 7 and pursuant
to section 570 of the Act the directors be and are generally
empowered to allot equity securities (within the meaning of
section 560 of the Act) for cash pursuant to the authority
granted by Resolution 7 as if section
561(1) of the Act did not apply to any such allotment.
Secretary
1st November 2012
3 Noble Street
London
EC2V 7EE
Entitlement to attend and vote
1. The right to vote at the meeting is determined by
reference to the register of members. Only those shareholders
registered in the register of members of the Company as at
6.00pm on
27 November 2012 (or, if the meeting is adjourned, 6.00pm on
the date which is two working days before the date of the
adjourned meeting) shall be entitled to attend and vote at
the meeting in respect of the number of shares registered in
their name at that time.
Changes to entries in the register of members after that time
shall be disregarded in determining the rights of any person
to attend or vote (and the number of votes they may cast) at
the meeting.
Proxies
2. A shareholder is entitled to appoint another person as his
or her proxy to exercise all or any of his or her rights to
attend and to speak and vote at the meeting. A proxy need not
be a shareholder of the Company.
A shareholder may appoint more than one proxy in relation to
the meeting, provided that each proxy is appointed to
exercise the rights attached to a different share or shares
held by that shareholder. Failure to specify the number of
shares each proxy appointment relates to or specifying a
number which when taken together with the numbers of shares
set out in the other proxy appointments is in excess of the
number of shares held by the shareholder may result in the
proxy appointment being invalid.
A proxy may only be appointed in accordance with the
procedures set out in notes 3 to 7 below and the notes to the
proxy form.
The appointment of a proxy will not preclude a shareholder
from attending and voting in person at the meeting.
3. A form of proxy is enclosed. When appointing more than one
proxy, complete a separate proxy form in relation to each
appointment. The proxy form may be photocopied. State clearly
on each proxy form the number of shares in relation to which
the proxy is appointed.
To be valid, a proxy form must be received by post or (during
normal business hours only) by hand at the offices of the
Company's registrar, Share Registrars Ltd, Suite E,
First Floor, 9
Lion and Lamb Yard. Farnham, Surrey GU9 7LL, no later than
12:00pm on 27 November
2012 (or, if the meeting is adjourned, no later than 48 hours
(excluding any part of a day that is not a working day)
before the time of any adjourned meeting).
Corporate representatives
4. A shareholder which is a corporation may authorise one or more persons to act as its representative(s) at the meeting. Each such representative may exercise (on behalf of the corporation) the same powers as the corporation could exercise if it were an individual shareholder, provided that (where there is more than one representative and the vote is otherwise than on a show of hands) they do not do so in relation to the same shares.
Documents available for inspection
5. The following documents will be available for inspection
during normal business hours at the registered office of the
Company from the date of this notice until the time of the
meeting. They will also be available for inspection at the
place of the meeting from at least 15 minutes before the
meeting until it ends.
5.1 Copies of the service contracts of the executive
directors.
MSJS/MSJS/327711/2/UKM/45606293.4 4
5.2 Copies of the letters of appointment of the non-executive
directors.
5.3 Copies of the Instrument.
Website providing information about the meeting
6.1 The information required by section 311A of the Act to be
published in advance of the meeting, which includes the
matters set out in this notice and information relating to
the voting rights of shareholders, is available at www.ahi-plc.com.
6.2 Biographical details of the directors who are offering
themselves for re-election at the meeting are available on
the Company website at www.ahi-plc.com.
MSJS/MSJS/327711/2/UKM/45606293.4 5
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