HYC Hyder Cons

RNS Number:9262G
Hyder Consulting PLC
28 July 2006



                            HYDER CONSULTING PLC

                     AGM - RESOLUTIONS PASSED 27 July 2006


At the annual general meeting held on 27 July 2006 the following resolutions
were duly passed as resolutions of the type indicated:


9. Ordinary Resolution - Authority to allot shares


THAT, in substitution for all existing and unexercised authorities, the
Directors of the Company be and they are hereby generally and unconditionally
authorised for the purposes of section 80 of the Companies Act 1985 to exercise
all the powers of the Company to allot relevant securities (within the meaning
of section 80(2) of that Act) up to an aggregate nominal amount of #1,094,799.10
provided that this authority shall expire at the conclusion of the Company's
next AGM, save that the Company may before such expiry make an offer or
agreement which would or might require relevant securities to be allotted after
such expiry and the directors may allot relevant securities in pursuance of such
offer or agreement notwithstanding that the authority conferred hereby has
expired.


10. Special Resolution - Disapplication of pre-emption rights


THAT, subject to the passing of the previous resolution, the Directors of the
Company be and they are hereby empowered pursuant to section 95 of the Companies
Act 1985 (the "Act") to allot equity securities (within the meaning of section
94(2) of the Act) for cash pursuant to the authority conferred by the previous
resolution as if section 89(1) of the Act did not apply to such allotment,
provided that this power shall be limited to the allotment of equity securities:

(a) in connection with an offer of such securities by way of rights to holders
    of ordinary shares in proportion (as nearly as may be practicable) to their
    respective holdings of such shares, but subject to such exclusions or other
    arrangements as the directors may deem necessary or expedient in relation to
    fractional entitlements or any legal or practical problems under the laws of 
    any territory, or the requirements of any regulatory body or stock exchange; and

(b) otherwise than pursuant to sub-paragraph (a) above up to an aggregate 
    nominal amount of #328,439.70,


and shall expire on the conclusion of the Company's next AGM after the passing
of this resolution, save that the Company may before such expiry make an offer
or agreement which would or might require equity securities to be allotted after
such expiry and the directors may allot equity securities in pursuance of such
offer or agreement notwithstanding that the power conferred by this resolution
has expired.


This power applies in relation to a sale of shares which is an allotment of
equity securities by virtue of section 94(3A) of the Companies Act 1985 as if in
the first paragraph of this resolution the words, " subject to the passing of
the previous resolution," and the words "pursuant to the authority conferred by
the previous resolution" were omitted.


11. Special Resolution - Authority to purchase own shares


THAT the Company be and is hereby generally and unconditionally authorised for
the purposes of section 166 of the Companies Act 1985 to make one or more market
purchases (within the meaning of section 163(3) of that Act) on the London Stock
Exchange of ordinary shares of 10p each in the capital of the Company provided
that:


(a) the maximum aggregate number of ordinary shares hereby authorised to be
    purchased is 1,642,198 (representing five per cent. of the Company's 
    existing issued ordinary share capital);

(b) the minimum price which may be paid for such shares is 10p per share;

(c) the maximum price which may be paid for an ordinary share shall not be 
    more than five per cent. above the average of the middle market quotations 
    for an ordinary share as derived from the London Stock Exchange Daily 
    Official List for the five business days immediately preceding the date on 
    which the ordinary share is purchased;

(d) unless previously renewed, varied or revoked, the authority hereby 
    conferred shall expire at the conclusion of the Company's next AGM or twelve 
    months from the date of passing this resolution, if earlier; and

(e) the Company may make a contract or contracts to purchase ordinary shares 
    under the authority hereby conferred prior to the expiry of such authority 
    which will or may be executed wholly or partly after the expiry of such 
    authority and may make a purchase of ordinary shares in pursuance of any 
    such contract or contracts.







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