AVESCO GROUP PLC ANNUAL REPORT 2008 77
www.avesco.com
NOTES: discretionary proxy in respect of some or all of those voting rights and so
1. A member entitled to vote at the Meeting is entitled to appoint one or would otherwise have a notification obligation under the Disclosure and
more proxies to exercise all or any of the member’s rights to attend, Transparency Rules, need not make a separate notification to the
speak and vote at the Meeting. The proxy need not be a member of the Company and the Financial Services Authority.
Company. A form of proxy is enclosed with this Notice for use at the 6. The following documents are available for inspection by members at the
Meeting. If a member appoints more than one proxy to attend the registered office of the Company on weekdays (Saturdays, Sundays and
Meeting, each proxy must be appointed to exercise the rights attached to public holidays excluded) during normal business hours, and will be
a different share or shares held by the member. If a member wishes to available at the place of the Meeting from not less than 15 minutes before
appoint more than one proxy and so requires additional proxy forms, the the Meeting to its conclusion:
member should contact the registrars of the Company, Capita Registrars, (i) copies of the Directors’ contracts of service and letters of
by telephone on 0871 664 0300 (calls cost 10p per minute plus network appointment; and
extras) or, if telephoning from overseas, on +44 208 639 3399. (ii) a copy of the Company’s existing articles of association and a copy as
2. To be valid, the form of proxy (together with the power of attorney or other proposed to be adopted pursuant to Resolution 11 marked to show
authority, if any, under which it is signed or a notarially certified copy of the differences from the existing articles of association.
such power or authority) must be deposited at or posted to or otherwise 7. If you have sold or otherwise transferred all of your ordinary shares,
received by the office of the registrars of the Company, Capita Registrars, please forward this document, together with the accompanying form of
The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU to be proxy, at once to the purchaser or transferee or the bank, stockbroker, or
received not less than 48 hours before the time fixed for the Meeting or other agent through whom the sale or transfer was effected for
any adjournment thereof. Alternatively, a member may appoint a proxy transmission to the purchaser or transferee.
electronically by following the procedure set out in the form of proxy. 8 Important notice to holders of bearer share warrants: You will not be
Completion and return of the form of proxy will not preclude shareholders entitled to attend or vote at the Annual General Meeting unless your Share
from attending or voting at the Meeting in person. Warrant is converted to registered form by lodging it with the Company
3. CREST members who wish to appoint a proxy or proxies by utilising the Secretary not later than 10.00am on 2 March 2009.
CREST electronic proxy appointment service may do so by utilising the 9 In order to facilitate voting by corporate representatives at the Meeting,
procedures described in the CREST Manual. CREST Personal Members or arrangements will be put in place at the Meeting so that (i) if a corporate
other CREST sponsored members, and those CREST members who have shareholder has appointed the Chairman of the Meeting as its corporate
appointed a voting service provider(s), should refer to their CREST sponsor representative with instructions to vote on a poll in accordance with the
or voting service provider(s), who will be able to take the appropriate directions of all of the other corporate representatives for that shareholder
action on their behalf. In order for a proxy appointment made by means at the Meeting, then on a poll those corporate representatives will give
of CREST to be valid, the appropriate CREST message (a ‘CREST Proxy voting directions to the Chairman and the Chairman will vote (or withhold
Instruction’) must be properly authenticated in accordance with Euroclear a vote) as corporate representative in accordance with those directions;
UK & Ireland Limited’s specifications and must contain the information and (ii) if more than one corporate representative for the same corporate
required for such instructions, as described in the CREST Manual. The shareholder attends the Meeting but the corporate shareholder has not
message, regardless of whether it relates to the appointment of a proxy appointed the Chairman of the Meeting as its corporate representative, a
or to an amendment to the instruction given to a previously appointed designated corporate representative will be nominated, from those
proxy must, in order to be valid, be transmitted so as to be received by corporate representatives who attend, who will vote on a poll and the
the issuer’s agent (ID RA10) by the latest time(s) for receipt of proxy other corporate representatives will give voting directions to that
appointments specified above. For this purpose, the time of receipt will designated corporate representative. Corporate shareholders are
be taken to be the time (as determined by the time stamp applied to the referred to the guidance issued by the Institute of Chartered Secretaries
message by the CREST Applications Host) from which the issuer’s agent is and Administrators on proxies and corporate representatives
able to retrieve the message by enquiry to CREST in the manner (www.icsa.org.uk) for further details of this procedure. The guidance
prescribed by CREST. The Company may treat as invalid a CREST Proxy includes a sample form of representation letter if the Chairman is being
Instruction in the circumstances set out in Regulation 35(5)(a) of the appointed as described in (i) above.
Uncertificated Securities Regulations 2001. CREST members and, where
applicable, their CREST sponsors or voting service providers should note Information on the resolutions to be proposed
that Euroclear UK & Ireland Limited does not make available special at the Annual General Meeting
procedures in CREST for any particular messages. Normal system timings
and limitations will therefore apply in relation to the input of CREST Proxy Resolution 1 – To receive the report and accounts
Instructions. It is the responsibility of the CREST member concerned to The Directors will present the report and accounts of the Company for the year
take or, if the CREST Member is a CREST personal member or sponsored ended 30 September 2008 together with the auditors’ report on the annual
member or has appointed a voting service provider(s), to procure that his report and accounts.
CREST sponsor or voting service provider(s) take(s), such action as shall be
necessary to ensure that a message is transmitted by means of the CREST Resolution 2 – To approve the Directors’ Remuneration Report
system by any particular time. In this connection, CREST members and, The Directors will present for approval the Directors’ Remuneration Report for
where applicable, their CREST sponsors or voting service providers are the year ended 30 September 2008, which appears on pages 26 to 27 of the
referred, in particular, to those sections of the CREST Manual concerning annual report and accounts.
practical limitations of the CREST system and timings.
4. The Company specifies, pursuant to Regulation 41 of the Uncertificated Resolution 3 – To declare a final dividend
Securities Regulations 2001, that only those shareholders registered on Payment of the final dividend of 1.0p per ordinary share, as recommended by
the register of members of the Company as at 10.00am on 3 March 2009 the Directors, is subject to the approval of shareholders.
(or, if the Meeting is adjourned, at 10.00 am on the day two days prior to
the adjourned meeting) shall be entitled to attend or vote at the Meeting Resolutions 4 and 5 – Re-election of Directors
in respect of the number of shares registered in their name at that time. In accordance with the Articles of Association of the Company, at each AGM
Changes to entries on the register of members after 10.00am on 3 March one third (or the number nearest to but not greater than one third) of the
2009 shall be disregarded in determining the rights of any person to Directors must retire and stand for re-election. Accordingly, Mr Maxwell and
attend and vote at the Meeting. Mr Murray will retire at the AGM and stand for re-election. Brief biographical
5. If the Chairman, as a result of any proxy appointments, is given discretion details of the Directors seeking re-election, are set out on page 23. The
as to how the votes the subject of those proxies are cast and the voting resolutions for the re-election of each Director will be voted on separately.
rights in respect of those discretionary proxies, when added to the Each of Messrs Maxwell and Murray has a contract with the Company, which
interests in the Company’s securities already held by the Chairman, result is capable of termination on not less than three months’ notice.
in the Chairman holding such number of voting rights that he has a
notifiable obligation under the Disclosure and Transparency Rules, the Resolutions 6 and 7 – Reappointment and Remuneration of Auditors
Chairman will make the necessary notifications to the Company and the Resolution 6 is a resolution to reappoint PricewaterhouseCoopers LLP as the
Financial Services Authority. As a result, any member holding 3% or more Company’s auditors. Resolution 7 is to authorise the Directors to determine
of the voting rights in the Company who grants the Chairman a the auditors’ remuneration.
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