AVESCOGROUPPLC ANNUAL REPORT 2009 65
www.avesco.com
NOTES:
1. A member entitled to vote at the Meeting is entitled to appoint one or 5. If the Chairman, as a result of any proxy appointments, is given discretion
more proxies to exercise all or any of the member’s rights to attend, speak as to how the votes the subject of those proxies are cast and the voting
and vote at the Meeting. The proxy need not be a member of the rights in respect of those discretionary proxies, when added to the
Company. A form of proxy is enclosed with this Notice for use at the interests in the Company’s securities already held by the Chairman, result
Meeting. If a member appoints more than one proxy to attend the in the Chairman holding such number of voting rights that he has a
Meeting, each proxy must be appointed to exercise the rights attached to notifiable obligation under the Disclosure and Transparency Rules, the
a different share or shares held by the member. If a member wishes to Chairman will make the necessary notifications to the Company and the
appoint more than one proxy and so requires additional proxy forms, the Financial Services Authority. As a result, any member holding 3% or more
member should contact the registrars of the Company, Capita Registrars, of the voting rights in the Company who grants the Chairman a
by telephone on 0871 664 0300 (calls cost 10p per minute plus network discretionary proxy in respect of some or all of those voting rights and so
extras, lines are open 8.30am – 5.30pm Monday - Friday) or, if would otherwise have a notification obligation under the Disclosure and
telephoning from overseas, on +44 208 639 3399. Transparency Rules, need not make a separate notification to the
2. To be valid, the form of proxy (together with the power of attorney or other
Company and the Financial Services Authority.
authority, if any, under which it is signed or a notarially certified copy of 6. The following documents are available for inspection by members at the
such power or authority) must be deposited at or posted to or otherwise registered office of the Company on weekdays (Saturdays, Sundays and
received by the office of the registrars of the Company, Capita Registrars, public holidays excluded) during normal business hours, and will be
PXS, 34 Beckenham Road, Beckenham, BR3 4TU to be received not less available at the place of the Meeting from not less than 15 minutes before
than 48 hours before the time fixed for the Meeting or any adjournment the Meeting to its conclusion:
thereof. Alternatively, a member may appoint a proxy electronically by
following the procedure set out in the form of proxy. Completion and
(i) copies of the Directors' contracts of service and letters of appointment;
return of the form of proxy will not preclude shareholders from attending
and
or voting at the Meeting in person.
(ii) a copy of the Company’s existing articles of association and a copy as
3. CREST members who wish to appoint a proxy or proxies by utilising the
proposed to be adopted pursuant to Resolution 10 marked to show
CREST electronic proxy appointment service may do so by utilising the
the differences from the existing articles of association.
procedures described in the CREST Manual. CREST Personal Members or
7. If you have sold or otherwise transferred all of your ordinary shares,
other CREST sponsored members, and those CREST members who have
please forward this document, together with the accompanying form of
appointed a voting service provider(s), should refer to their CREST sponsor
proxy, at once to the purchaser or transferee or the bank, stockbroker, or
or voting service provider(s), who will be able to take the appropriate
other agent through whom the sale or transfer was effected for
action on their behalf. In order for a proxy appointment made by means
transmission to the purchaser or transferee.
of CREST to be valid, the appropriate CREST message (a ‘CREST Proxy
Instruction’) must be properly authenticated in accordance with Euroclear
8 Important notice to holders of bearer share warrants: You will not be
UK & Ireland Limited’s specifications and must contain the information
entitled to attend or vote at the Annual General Meeting unless your Share
required for such instructions, as described in the CREST Manual. The
Warrant is converted to registered form by lodging it with the Company
message, regardless of whether it relates to the appointment of a proxy or
Secretary not later than 10.00am on 8 March 2010.
to an amendment to the instruction given to a previously appointed proxy
9 Corporate representatives have the same rights to attend and vote at the
must, in order to be valid, be transmitted so as to be received by the
Meeting as the shareholder that appointed them could have exercised if it
issuer’s agent (ID RA10) by the latest time(s) for receipt of proxy
were an individual member (provided, in the case of multiple corporate
appointments specified above. For this purpose, the time of receipt will be
representatives of the same corporate shareholder, they are appointed in
taken to be the time (as determined by the time stamp applied to the
respect of different shares owned by the corporate shareholder or, if they
message by the CREST Applications Host) from which the issuer’s agent is
are appointed in respect of those same shares, they vote those shares in
able to retrieve the message by enquiry to CREST in the manner
the same way). To be able to attend and vote at the Meeting, corporate
prescribed by CREST. The Company may treat as invalid a CREST Proxy
representatives will be required to produce prior to their entry to the
Instruction in the circumstances set out in Regulation 35(5)(a) of the
Meeting evidence satisfactory to the Company of their appointment.
Uncertificated Securities Regulations 2001. CREST members and, where
Corporate shareholders can also appoint one or more proxies in
applicable, their CREST sponsors or voting service providers should note
accordance with Notes 1 and 2 and if relevant, Note 3 above. Corporate
that Euroclear UK & Ireland Limited does not make available special
shareholders should be aware that the arrangements put in place at
procedures in CREST for any particular messages. Normal system timings
previous meetings to facilitate voting by corporate representatives have
and limitations will therefore apply in relation to the input of CREST Proxy
now been withdrawn following changes to the statutory rules for
Instructions. It is the responsibility of the CREST member concerned to take
corporate representatives. Please note, however, that if multiple corporate
or, if the CREST Member is a CREST personal member or sponsored
representatives purport to vote the same block of shares in different ways,
member or has appointed a voting service provider(s), to procure that his
they will be treated as not having voted.
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
system by any particular time. In this connection, CREST members and,
where applicable, their CREST sponsors or voting service providers are
referred, in particular, to those sections of the CREST Manual concerning
practical limitations of the CREST system and timings.
4. The Company specifies, pursuant to Regulation 41 of the Uncertificated
Securities Regulations 2001, that only those shareholders registered on the
register of members of the Company as at 6pm on 9 March 2010 (or, if the
Meeting is adjourned, at 6.00pm on the day two days prior to the
adjourned meeting) shall be entitled to attend or 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 6pm on 9 March 2010
shall be disregarded in determining the rights of any person to attend and
vote at the Meeting.
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