Carphone Warehouse 2003 Annual Report Download - page 42

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The Carphone Warehouse Group PLC Annual Report 2003
Notice of Annual General Meeting
Notice is hereby given that the Annual General Meeting of the
Company will be held at The Ramada Jarvis London West
Hotel, Uxbridge Road, Ealing Common, London, W5 3HN on
31 July 2003 at 11am to consider the following business:
Ordinary resolutions
1. That the accounts and reports of the Directors and
auditors for the period ended 29 March 2003 be received.
2. That a final dividend of 1 pence per ordinary share for
the period ended 29 March 2003 be declared.
3. That the Remuneration Report set out in the Annual
Report 2003 be approved.
4. That Martin Dawes be elected as a Director.
5. That David Ross be re-elected as a Director.
6. That Geoffroy Roux de Bezieux be re-elected as
a Director.
7. That Deloitte & Touche be re-appointed as auditors of
the Company from the conclusion of this meeting until the
conclusion of the next general meeting at which the
accounts are laid before the Company and that the Board
be authorised to determine the auditors’ remuneration.
Special resolutions
8. That the Directors be generally and unconditionally
authorised for the purpose of section 80(1) of the
Companies Act 1985 (the ‘Act’) to exercise all the powers
of the Company to allot relevant securities (within the
meaning of section 80(2) of the Act), such authority being
limited to the allotment and issue of relevant securities
up to an aggregate nominal amount equal to £127,135
being the aggregate nominal amount of the unissued
ordinary share capital of the Company as at 29 March
2003 and shall expire on the date falling 15 months
after the passing of this resolution or, if sooner, at the
conclusion of the Company’s Annual General Meeting in
2004 and provided that the Directors may, at any time
before such authority expires, make offers, agreements
or other arrangements which would or might require
such securities to be allotted after such expiry and the
Directors may allot relevant securities pursuant to any
such offer, agreement or other arrangement as if such
authority had not expired.
9 That the Directors be empowered pursuant to section 95
of the Act to allot equity securities (as defined in section
94(2) of the Act) pursuant to the authority conferred by
resolution 8 as if section 89(1) of the Act did not apply
to any such allotment, such power being limited to:
9.1 The allotment of equity securities in connection with an
offer or issue to holders of ordinary shares of 0.1p each
in the capital of the Company (‘Ordinary Shares’) where
the equity securities respectively attributable to the
interests of all such holders are proportionate (as nearly
as may be practicable) to the respective numbers of
Ordinary Shares held by them, but including, in
connection with such an issue, the making of such
arrangements as the Directors may deem necessary or
expedient to deal with fractional entitlements or problems
under the laws of any territory or the requirements of any
regulatory body or any stock exchange; and
9.2 The allotment (other than pursuant to the powers
conferred pursuant to resolution 9.1) of equity securities
up to an aggregate nominal amount equal to £43,643
being five per cent of the aggregate nominal amount of
the issued share capital of the Company as at 29 March
2003, and shall expire on the date falling 15 months
after the passing of this resolution or, if sooner, at the
conclusion of the Company’s Annual General Meeting in
2004 save that the Directors may, at any time before such
expiry, make offers, agreements or other arrangements
which would or might require equity securities to be
allotted after such expiry and the Directors may allot
equity securities pursuant to any such offer, agreement
or other arrangements as if the power conferred hereby
had not expired.
10. That the Company be and is hereby unconditionally and
generally authorised for the purposes of section 166 of
the Act to make market purchases (as defined in section
163 of the Act) of Ordinary Shares provided that:-
10.1 The maximum aggregate number of shares hereby
authorised to be purchased is 87,286,455;
10.2 The minimum price which may be paid is the 0.1p
nominal value of each share;
10.3 The maximum price (exclusive of expenses) which may
be paid for such shares is an amount no more than 5%
above the average of the middle market quotations of
the Company’s ordinary shares derived from the daily
official list of the London Stock Exchange Plc for the five
business days immediately before the day on which the
purchase is made;
10.4 This authority shall expire on the date falling 15 months
after the passing of this resolution or, if sooner, at the
conclusion of the Company’s Annual General Meeting
in 2004; and
10.5 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.
By order of the Board
T S Morris
Company Secretary
2 June 2003
Registered Office
North Acton Business Park
Wales Farm Road
London
W3 6RS