Carphone Warehouse 2001 Annual Report Download - page 55

Explanatory notes to the resolutions
The Carphone Warehouse Group PLC Annual Report 2001 53
Directors
Resolutions 2, 3and 4
These Directors are required to be re-appointed pursuant to the Company’s articles of association adopted on 13 July 2000.
Biographical details of these Directors are given on pages 14–15 of the Annual Report.
Relevant and equity securities
Resolutions 6and 7
These resolutions renew the Directors’ authority to issue relevant securities up to an aggregate nominal amount of £277,544 approximately
33% of the nominal amount of the issued ordinary share capital as at 31 March 2001 and to make a rights issue to existing holders of ordinary
shares on the conventional basis without the need to comply with the technical requirements of the statutory provisions which can create
problems especially with regard to overseas shareholders. Except for the issue of shares pursuant to the various share schemes and any share
dividend alternatives, the Directors do not presently intend to issue any part of that capital.
The Directors will also be able to make issues for cash on a non pre-emptive basis. The proposed limit of £41,632 represents 5% of the nominal
amount of the issued ordinary share capital as at 31 March 2001.
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.
Notes
1. Eligibility to attend
The Company specifies that only those shareholders on the register of members as at 11.00am on 26 June 2001 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
11.00am on 26 June 2001 shall be disregarded in determining the right to 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 16 of the Annual Report, before 11.00am on 26 June 2001. 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. Admission
If you propose to attend the meeting, please detach and bring with you the attendance slip attached to the Form of Proxy. You will be asked to
show this at the entrance and not having it available could delay your admission.
4. Proof of identity
Shareholders and participants may also be required to provide proof of identity. If you have been appointed as a shareholder proxy please
make this fact known to the Lloyds TSB staff on admission who will direct to you to a proxy helpdesk.
5. Directions
Directions to the address of the meeting are as follows:
From Central London
Take the A40(M) Westway (Oxford) until the exit marked North Circular Road (A406). Turn left at this exit marked North Circular Road West,
Heathrow and Kew Bridge. In approximately 11 /2miles, turn left at the traffic lights (Junction A4020 Uxbridge Road). The Jarvis International
Hotel is immediately on the left.
From Heathrow
Take the M4(Central London), exit at Junction 2(A406 North Circular Road), take the first turn left (A406 and M1). In approximately 1mile turn
right at the traffic lights (Junction A4020 Uxbridge Road). The Jarvis International Hotel is immediately on the left.
By tube
The nearest tube station is Ealing Common (on the District line) as you leave the station take your immediate left and follow the road down to
the main junction. You will see the Jarvis International Hotel on your right.
6. Information available for Inspection
The following information is available for inspection at the registered office of the Company (weekends and public holidays excluded); it will also
be available for inspection at the place of the Annual General Meeting from 10.00am on the day of the meeting until the conclusion of the
meeting:
• Memorandum and articles of association of the Company.
• Copies of the Directors’ service contracts and biographical details.
• Register of Directors’ interests.
7. Enquiries
If you have any questions regarding the meeting our Public Relations department will be pleased to help. Their contact number is: 0845 604 1207.
8. Asking questions at the meeting
During the meeting the Chairman will give shareholders and eligible participants the opportunity to ask questions.
9. Special needs
Facilities are available for those who are in wheelchairs and anyone wishing to use any of these facilities should contact a member of the Jarvis staff.
10. Safety
In the event of a fire or other emergency an alarm will sound and an announcement made. If asked to evacuate the building please follow the
instructions of the Jarvis staff.
11. Medical care
If you need medical attention while attending the Annual General Meeting please contact a member of the Jarvis staff who will obtain medical
assistance.
12. Smoking
Smoking will not be permitted in the auditorium.
The papers in this report are made from elemental chlorine free pulp which is sourced from sustainable managed forests. Designed by Tor Pettersen & Partners. Printed in England by Litho-Tech.