Carphone Warehouse 2003 Annual Report Download - page 43

Explanatory Notes to the Resolutions
Dividend
Resolution 2
Final dividends must be approved by shareholders but must not exceed the
amount recommended by Directors. If the meeting approves the final dividend
then it will be paid in accordance with the financial calendar set out on the
inside cover of the Annual Report.
Remuneration Report
Resolution 3
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.
Directors
Resolutions 4, 5 and 6
Martin Dawes was appointed a Non-Executive Director on 2 June 2003 and
is therefore required to be elected at this Annual General Meeting under the
Company’s Articles of Association adopted on 13 July 2000. Biographical
details of Martin Dawes are given on page 12 and will also be available for
inspection by shareholders at the Annual General Meeting.
David Ross and Geoffroy Roux de Bezieux are required to retire by
rotation and to stand for re-election pursuant to the Company’s Articles of
Association adopted on 13 July 2000. Biographical details of these Directors
are given on page 12 of the Annual Report and will be available at the Annual
General Meeting.
The Company may terminate Martin Dawes’s appointment with immediate
effect without any compensation for loss of office. The Group may terminate
both David Ross’s and Geoffroy Roux de Bezieux’s service agreements on
12 months notice.
Auditors
Resolution 7
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, and follows standard practice in giving authority to the Board to
determine their remuneration.
Allotment of Shares
Resolutions 8 and 9
These resolutions renew the Directors’ authority to issue relevant securities
up to an aggregate nominal amount of £127,135 being all the unissued
ordinary share capital of the Company at 29 March 2003 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.
The Directors will also be able to make issues for cash on a non pre-emptive
basis. The proposed limit of £43,643 represents 5% of the nominal amount
of the issued ordinary share capital as at 29 March 2003.
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 10
This grants the Company authority to purchase its own shares up to a
maximum amount of 87,286,455 until the Annual General Meeting in 2004.
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.
The amount represents 10% of the ordinary shares in issue as at 29 March
2003. 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 2 June 2003 there were 40,095,974 outstanding options granted and
unexercised under all share option schemes operated by the Company
which, if exercised would represent 4.6% of the issued ordinary share capital
of the Company. If this authority to repurchase was exercised in full, such
options would represent approximately 5.1% of the issued share capital at
such date.
The Directors would only propose to exercise their authority 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 11am on 29 July 2003 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 11am on 29 July
2003 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 13 of
the Annual Report, before 11 am on 29 July 2003. 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’s proxy please make
this fact known to the Lloyds TSB personnel 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 1.5 miles, turn left at the traffic lights (Junction
A4020 Uxbridge Road). The Ramada Jarvis London West Hotel is
immediately on the left.
From Heathrow
Take the M4 (Central London), exit at Junction 2 (A406 North Circular Road),
take first turn left (A406 and M1). In approximately 1 mile turn right at the
traffic lights (Junction A4020 uxbridge Road) The Ramada Jarvis London
West 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 an immediate left and follow the road down to the main
Junction. You will see The Ramada Jarvis London West 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
10am 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 letters of appointment;
• Register of Directors’ interests;
• Biographical details on those Directors being elected and re-elected.
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 hotel 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 hotel staff.
11. Medical care
If you need medical attention while attending the Annual General
Meeting please contact a member of the hotel staff who will obtain
medical assistance.
12. Smoking
Smoking will not be permitted in the auditorium.
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