Marks and Spencer 1998 Annual Report Download - page 74

ORDINARY BUSINESS
1 To receive the Report of the Directors and the
financial statements for the year ended 31 March 1998,
together with the Report of the auditors.
2 To declare a final dividend on the ordinary shares.
To re-elect the following directors retiring by rotation
pursuant to A rticle 85 of the CompanyÕs Ar ticles of
Association who, being eligible, offer themselves for
re-election:
3 Mrs C E M Freeman
4 Sir Martin Jacomb
5 Mr P G McCracken
6 Mr S J Sacher, CBE
7 Mr P L Salsbury
8 Mr P P D Smith
9 Lord Stone of Blackheath
10 To reappoint the auditors, Coopers & Lybrand, and to
authorise the directors to determine their remuneration.
SPECIAL BUSINESS
11 To consider and, if thought fit, to pass as a special
resolution the resolution set out below:
ÒThat the authority conferred on the directors by
Article 11(B) of the CompanyÕs Ar ticles of A ssociation
be renewed for the period ending on the date of the
Annual General Meeting in 1999 or on 15 October
1999, whichever shall be the earlier, and for such
period;
(a) Òthe Section 80 A mountÓ shall be £83,750,000;
(b) Òthe Section 89 A mountÓ shall be £35,781,631.Ó
12 To consider and, if thought fit, to pass as a special
resolution the resolution set out below:
ÒThat the Company be generally and unconditionally
authorised to make market purchases (as defined in
Section 163 of the Companies Act 1985) of its
ordinar y 25p shares provided that;
(a) the Company does not purchase under this
authority more than 286 million ordinary shares;
(b) the Company does not pay less than 25p for each
share;
(c) the Company does not pay more for each share
than 105 per cent of the average of the middle
market price of the ordinary shares according to
the Daily Official List of the London Stock
Exchange for the five business days immediately
preceding the date on which the Company agrees
to buy the shares concerned;
(d) this authority shall continue in force until the
conclusion of the A nnual General Meeting in 1999
or on 15 October 1999, whichever shall be the
earlier; and
(e) the Company may agree before the authority
terminates under (d) above to purchase ordinar y
shares where the purchase will or may be
ex ecuted after the authority terminates (either
wholly or in part). The Company may complete
such a purchase even though the authority has
terminated.Ó
To transact any other business appropriate to be dealt
with at an A nnual General Meeting.
By Order of the Board
G Oakley, Secretar y
London, 10 June 1998
Notes:
(a) Sir Martin Jacomb is a member of the Remuneration Committee.
(b) Details of those directors seeking re-election are given on pages 32 and 33 of the A nnual Repor t and membership of the principal
committees on page 37.
(c) Fur ther information about resolutions 11 and 12 is given in the Report of the Directors on page 47 and the ChairmanÕs letter to
shareholders that accompanies the Annual Report.
(d) Every member entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy to attend and, on a poll, to
vote instead of that member. A proxy need not be a member of the Company. Fur ther details are given in the Form of Prox y which
accompanies the A nnual Report.
(e) To be entitled to attend and vote at the meeting (and for the purpose of the determination by the Company of the number of votes
they may cast), members must be entered on the CompanyÕs register of members at 6pm on Tuesday 14 July 1998 (Òthe specified
timeÓ). If the meeting is adjourned to a time not more than 48 hours after the specified time applicable to the original meeting,
that time will also apply for the purpose of determining the entitlement of members to attend and vote (and for the purpose of
determining the number of votes they may cast) at the adjourned meeting. If, however, the meeting is adjourned for a longer period
then, to be so entitled, members must be entered on the CompanyÕs register of members at the time which is 48 hours before the
time fix ed for
the adjourned meeting or, if the Company gives notice of the adjourned meeting, at the time specified in that notice.
Notice is hereby given that the seventy-second Annual General Meeting of Marks and Spencer p.l.c. will be held at the
Grosvenor House Hotel, Park Lane, London W1 on Thursday 16 July 1998 at 11am for the following purposes:
NO TICE O F MEETIN G
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