Carphone Warehouse 2002 Annual Report Download - page 2

1The Carphone Warehouse Group PLC Annual Report 2002
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 30 July 2002 at 11 am to consider the following business:
Ordinary resolutions
1. That the accounts and reports of the Directors and auditors for the period ended 30 March 2002 be received.
2. That Hans R Snook be elected as a Director.
3. That Charles Dunstone be re-elected as a Director.
4. That Roger Taylor be re-elected as a Director.
5. That John Gildersleeve be re-elected as a Director.
6. That Deloitte & Touche be appointed as auditors of the Company and that the Board is to authorised to determine the auditors’
remuneration.
Special resolutions
7. 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 £278,305 being one third of the
aggregate nominal amount of the issued and unconditionally allotted ordinary share capital of the Company as at 30 March 2002 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 to be held in 2003 and provided that the Directors may, at any time before such authority expires, make offers, agree-
ments or other arrangements which would or might require such securities to be allotted after such expiry and the Directors may allot rel-
evant securities pursuant to any such offer, agreement or other arrangement as if such authority had not expired.
8. 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) pur-
suant to the authority conferred by resolution 7as if section 89(1) of the Act did not apply to any such allotment, such power being limited
to:
8.1 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
8.2 the allotment (other than pursuant to the powers conferred pursuant to resolution 8.1) of equity securities up to an aggregate nominal
amount equal to £41,746 being five per cent of the aggregate nominal amount of the issued share capital of the Company as at 30 March
2002, 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 2003 save that the Directors may, at any time before such expiry, make offers, agreements or other arrange-
ments which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities pur-
suant to any such offer, agreement or other arrangements as if the power conferred hereby had not expired.
By order of the Board
T. S. Morris
Company Secretary
5June 2002
Registered Office
North Acton Business Park
Wales Farm Road
London
W36RS
52 weeks 53 weeks
2002 2001
Financial highlights £m £m
Turnover 1,152.7 1,110.7
Gross profit 318.3 280.6
EBITDA* 72.8 66.0
Profit before tax* 46.8 49.6
Exceptional items (55.1) 6.6
Earnings per share* 4.41p5.00p
EBITDA represents earnings before interest, taxation, depreciation and amortisation.
*Headline figures before exceptionals and amortisation.
For a better mobile
life in a changing
mobile world
The Carphone Warehouse is Europe’s leading inde-
pendent retailer of mobile phones and services, with
over 1,100 stores in 12 countries.
10% growth in EBITDA to £72.8m
against a challenging market
Market share growth across Europe
Total connections of over 3.6 million
Growth in high quality subscription con-
nections of 13%
Telecoms services customer base
increased to over 1million
Recurring revenues generating 45%
of total contribution
Mainland European contribution up
by 40%
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Contents
Chairman’s statement
Chief Executive’s review
Review of operations
Financial review
Corporate responsibility
Board of Directors
Directors and advisors
Financial contents
Corporate governance
Remuneration report
Directors’ report
Statement of Directors’ responsibilities
Independent Auditors’ report
Consolidated profit and loss account
Consolidated statement of total recognised
gains and losses
Consolidated balance sheet
Company balance sheet
Consolidated cash flow statement
Notes to the financial statements
Five year record
Notice of Annual General Meeting
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The Carphone Warehouse has built its business
on constant adherence to providing a better
mobile life; to being the customer’s ally to ensure
best value, best quality service and best guidance
to the mobile package that most suits each indi-
vidual’s needs