64 AVESCOGROUPPLC ANNUAL REPORT 2009
www.avesco.com
NOTICE OF MEETING
NOTICE is hereby given that the twenty-sixth Annual General Meeting (the and shall expire at the conclusion of the next Annual General Meeting of
“Meeting”) of Avesco Group plc (the "Company") will be held at Unit E2, Sussex the Company following the date of passing of this Resolution or 15 months
Manor Business Park, Gatwick Road, Crawley, Sussex RH10 9NH on Thursday, from the date this Resolution is passed, whichever is the earlier, except
11 March 2010, at 10.00 a.m. for the following purposes: that after the date when it expires the Directors may use this authority to
allot such equity securities in accordance with the terms of any offer or
agreement made by the Company before that date. All authorities
Ordinary business
previously conferred under Section 561 of the Act shall be revoked to the
1. To receive the Report of the Directors and the Accounts for the year ended
extent unused provided that such revocation shall not have retrospective
30 September 2009, together with the Report of the auditors.
effect.
2. To approve the Directors' Remuneration Report for the year ended 30
9. THAT the Company be and is hereby generally and unconditionally
September 2009.
authorised, pursuant to and in accordance with section 701 of the Act to
make market purchases (within the meaning of section 693(4) of the Act)
3. To re-elect G.P. Andrews, who retires by rotation pursuant to Article 93.1 of
of up to an aggregate of 2,598,589 ordinary shares of 10p each in its
the Company’s Articles of Association and who, being eligible, offers
capital (“shares”) in such a manner and on such terms as the Directors
himself for re-election as a Director.
may from time to time determine and may hold them as treasury shares
4. To re-elect J.L. Christmas, who retires by rotation pursuant to Article 93.1 of
provided that:
the Company’s Articles of Association and who, being eligible, offers
(a) the minimum price (exclusive of expenses) which may be paid for
himself for re-election as a Director.
each share is 10p;
5. To re-appoint the auditors, PricewaterhouseCoopers LLP, as auditors of the
(b) the maximum price (exclusive of expenses) which may be paid for
Company to hold office from the conclusion of the Meeting until the
each share is not more than an amount equal to 105 per cent of the
conclusion of the next general meeting at which accounts are laid before
average of the middle market quotations of such shares derived from
the Meeting.
the London Stock Exchange Daily Official List for the five business days
6. To authorise the Directors to determine the auditors’ remuneration.
immediately preceding the date of purchase of the shares;
(c) the authority hereby conferred shall expire at the conclusion of the
Annual General Meeting of the Company to be held in 2011 or 18
Special business months from the date this Resolution is passed, whichever is the
To consider and, if thought fit, to pass the following resolutions of which earlier, unless such authority is revoked, varied or renewed by the
Resolution 7 will be proposed as an ordinary resolution and Resolutions 8, 9 Company in general meeting prior to such time; and
and 10 as special resolutions:
(d) the Company may, prior to the expiry of the authority hereby
7. THAT the Directors be and they are hereby generally and unconditionally conferred, enter into a contract to purchase shares which will or may
authorised in accordance with section 551 of the Companies Act 2006 (the be completed or executed wholly or partly after such expiry, and may
"Act") to exercise all powers of the Company to allot shares in the Company purchase shares pursuant to such contract.
and to grant rights to subscribe for, or to convert any security into, shares in
the Company up to an aggregate nominal amount of £866,196.00. This
10. THAT
authority shall expire on 11 March 2015 except that after the date when it
(i) the Company’s Articles of Association be hereby amended by deleting
expires the Directors may use this authority to allot relevant securities in
all the provisions of the Company’s Memorandum of Association,
accordance with the terms of any offer or agreement made by the
which by virtue of section 28 of the Act, are to be treated as provisions
Company before that date. All authorities previously conferred under
of the Company’s Articles of Association; and
Section 551 of the Act shall be revoked to the extent unused.
(ii) the Company’s Articles of Association be amended as set out in the
8. THAT the Directors be and they are hereby empowered, pursuant to
document produced to the Meeting marked “A” and initialled by the
section 570 and section 573 of the Act, subject to the passing of Resolution
Chairman by way of identification and the existing Articles of
7 set out in the notice of this Meeting to allot equity securities (within the
Association be renumbered and cross references amended
meaning of section 560 of the Act) for cash pursuant to the authority given
accordingly.
by the said Resolution as if section 561(1) of the Act did not apply to any
such allotments or transfers, provided that this power shall be limited to
the allotment or transfer of equity securities:
BY ORDER OF THE BOARD
(i) in connection with or which are the subject of an offer or invitation,
open for acceptance for a period fixed by the Directors, to holders of
ordinary shares of 10p each and such other equity securities of the Nicholas Conn
Company as the Directors may determine on a fixed record date in 14 January 2010
proportion (as nearly as may be) to their respective holdings of such Secretary
securities or in accordance with the rights attached thereto (but
subject to such exclusions or other arrangements as the Directors
Registered Office:
may deem necessary or expedient to deal with fractional entitlements
Unit E2
that would otherwise arise or legal or practical problems under the
Sussex Manor Business Park
laws or requirements of any regulatory body or any stock exchange in
Gatwick Road
any territory); and
Crawley
Sussex RH10 9NH
(ii) (otherwise than pursuant to sub-paragraph (i) above) up to an
aggregate nominal value of £259,858.00;
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