Carphone Warehouse 2006 Annual Report Download - page 78

Notice of Annual General Meeting
Notice is hereby given that the Annual General Meeting of The Carphone
Warehouse Group PLC (“Company”) will be held at the Ramada Encore
Hotel, 4 Portal Way, Gypsy Corner/A40, London W3 6RT on 27July 2006
at 11am to consider the following business:
Ordinary Resolutions
1. To receive the accounts and reports of the Directors and Auditors
for the period ended 1 April 2006.
2. That the Remuneration Report set out in the Annual Report 2006
be approved.
3. That a final dividend of 1.75 pence per ordinary share for the
period ended 1 April 2006 be declared.
4. That David Ross be re-elected as a Director.
5. That Steven Esom be elected as a Director.
6. That David Mansfield be elected as a Director.
7. That Baroness Morgan be elected as a Director.
8. That Andrew Harrison be elected as a Director.
9. That Deloitte & Touche LLP be re-appointed as auditors of the Company
and to authorise the Board to determine the auditors’ remuneration.
Special Resolutions
10. 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 of £295,834 being the aggregate nominal amount of one third
of the issued share capital of the Company as at 1 April 2006 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 2007 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.
11. 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 9 as if section 89(1) of the Act
did not apply to any such allotment, such power being limited to:
11.1 The allotment of equity securities in connection with a rights issue
in favour of the 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
11.2 The allotment (other than pursuant to the powers conferred
pursuant to resolution 11.1) of equity securities up to an aggregate
nominal amount equal to £44,375 being five per cent of the
aggregate nominal amount of the issued share capital of the
Company as at 1 April 2006 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 2007
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.
12. 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:
12.1 The maximum aggregate number of shares hereby authorised
to be purchased is 88,750,138;
12.2 The minimum price which may be paid is the 0.1p nominal value
of each share;
12.3 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;
12.4 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 2007; and
12.5 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
6 June 2006
Registered Office
1 Portal Way
London
W3 6RS
The Carphone Warehouse Group PLC Annual Report 2006
74