Carphone Warehouse 2006 Annual Report Download - page 79

Explanatory Notes to the Resolutions
The amount represents 10% of the ordinary shares in issue as at 1 April
2006. The authority is limited to the stated upper and lower prices payable
for the shares which reflects the requirements of the UK Listing Authority.
As at 6 June 2006 there were 77,135,884 outstanding options granted
and unexercised under all share option schemes operated by the Company
which, if exercised, would represent 8.7% of the existing issued ordinary
share capital of the Company. If this authority to repurchase was exercised
in full, such options would represent approximately 9.5% of the issued share
capital at such date.
The Directors would only propose to make share purchases where the
expected effect would be to increase earnings per share and having
reviewed the overall financial position of the Company, such purchases
were considered to be in the best interests of the shareholders generally.
General notes
1. Eligibility to attend
The Company specifies that only those shareholders on the register of
members as at 6pm on 25 July 2006 are 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 on the register of members after 6pm on 25 July 2006
shall be disregarded in determining the right of any person to attend or vote
at the meeting.
2. Proxy voting
A shareholder who is entitled to attend and vote at the meeting is entitled to
appoint a proxy or proxies to attend and, on a poll, to vote on his/her behalf.
A proxy need not be a member of the Company. To be valid, a form of proxy,
a form of which is enclosed, and any power of attorney or the authority under
which it is signed or a duly certified copy thereof must be lodged with the
registrars of the Company, Lloyds TSB, whose details are found on page 21
of the Annual Report, before 11am on 25 July 2006. Shareholders who return
completed proxy voting forms may still attend the meeting instead of their
proxies and vote in person if they wish. In the event of a poll in which the
shareholder votes in person, his/her proxy votes lodged with the Company
will be excluded.
3. Electronic voting
Instructions for registering your votes electronically are appended to the form
of proxy enclosed with this notice.
CREST members who wish to appoint a proxy or proxies through the CREST
electronic proxy appointment service may do so by using the procedures
described in the CREST Manual. CREST Personal Members or other CREST
sponsored members, and those CREST members who have appointed a
voting service provider(s), should refer to their CREST sponsor or voting service
provider(s), who will be able to take the appropriate action on their behalf.
In order for a proxy appointment or instruction made using the CREST service
to be valid, the appropriate CREST message (a ‘CREST Proxy Instruction’)
must be properly authenticated in accordance with CRESTCo’s specifications
and must contain the information required for such instructions, as described
in the CREST Manual. The message, regardless of whether it constitutes the
appointment of a proxy or an amendment to the instruction given to a
previously appointed proxy must, in order to be valid, be transmitted so as
to be received by the issuer’s agent (ID 7RA01) by the latest time(s) for
receipt of proxy appointments specified in the notice of meeting. For this
purpose, the time of receipt will be taken to be the time (as determined by
the timestamp applied to the message by the CREST Applications Host)
from which the issuer’s agent is able to retrieve the message by enquiry to
CREST in the manner prescribed by CREST. After this time any change of
instructions to proxies appointed through CREST should be communicated
to the appointee through other means.
Remuneration Report
Resolution 2
The Company is required under the Directors’ Remuneration Report
Regulations 2002 (“Regulations”) to produce a remuneration report for
shareholders which must comply with the Regulations, be approved by
the Board and filed with the Registrar of Companies. The Report must
also be approved by the shareholders.
Dividend
Resolution 3
Final dividends must be approved by shareholders but must not exceed
the amount recommended by Directors. If the meeting approves the final
dividend it will be paid out in accordance with the Financial Calendar set
out on page 77 of the Annual Report.
Directors
Resolutions 4, 5, 6, 7 and 8
David Ross is required to retire by rotation and to stand for re-election every
three years pursuant to the Company’s Articles of Association adopted on
13th July 2000 (“Articles”). Steven Esom and David Mansfield were appointed
as Directors with effect from 29 September 2005. Sally Morgan was
appointed as a Director with effect from 1 November 2005 and Andrew
Harrison was appointed as a Director with effect from 3 April 2006. The
Articles require that all Directors appointed by the Board are elected by the
Company’s shareholders at the Annual General Meeting following their
appointment. No director may vote in respect of his own appointment.
Biographical details of those Directors seeking election and re-election are
given on page 21 of the Annual Report and will be available at the meeting.
Auditors
Resolutions 9
The Company is required to appoint auditors at each general meeting at
which accounts are presented, to hold office until the end of the next such
meeting. This resolution is recommended by the Audit Committee and
proposes the re-appointment of the Company’s existing auditors Deloitte &
Touche LLP, and follows good practice in giving authority to the Audit
Committee to determine their remuneration.
Allotment of shares
Resolutions 10 and 11
These resolutions renew the Directors’ authority to issue relevant securities up
to an aggregate nominal amount of £295,834 being a sum equal to one third
of the issued ordinary share capital of the Company at 1 April 2006.
The Directors will also be able to make issues for cash on a non pre-emptive
basis. The proposed limit of £44,375 represents 5% of the nominal amount
of the issued ordinary share capital as at 1 April 2006.
The Company had 887,501,376 ordinary shares of 0.1p each in issue at
1 April 2006 and the Company’s authorised share capital is 1,500,000,000
ordinary shares of 0.1p each.
The above limits are in line with the guidelines issued by the Investment
Committees of the Association of British Insurers and the National
Association of Pension Funds.
Repurchase of shares
Resolution 12
This grants the Company authority to purchase its own shares up to a
maximum amount of 88,750,138 until the Annual General Meeting in 2007.
The Companies Act 1985 permits a company to purchase its own shares
provided that the purchase has been authorised by the Company in a general
meeting. It is common practice for listed companies to seek such authority
and the Directors consider that it is prudent to seek such authority at the
Annual General Meeting.
www.cpwplc.com 75
Financial Statements