Carphone Warehouse 2002 Annual Report Download - page 54

52 The Carphone Warehouse Group PLC Annual Report 2002
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 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 Roger 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 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, 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.
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)
pursuant 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
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.
By order of the Board
T. S. Morris
Company Secretary
5June 2002
Registered Office
North Acton Business Park
Wales Farm Road
London
W36RS