64
AVESCO GROUP PLC ANNUAL REPORT 2011
www.avesco.com
NOTICE OF MEETING
NOTICE is hereby given that the twenty-eighth Annual General Meeting (the “Meeting”) of Avesco Group plc (the "Company") will be held at Unit E2, Sussex Manor Business Park, Gatwick Road, Crawley, Sussex RH10 9NH on Monday, 12 March 2012, at 9.30 a.m. for the following purposes:
Ordinary business 1. To receive the Report of the Directors and the Accounts for the year ended 30 September 2011, together with the Report of the auditors.
2. To approve the Directors' Remuneration Report for the year ended 30 September 2011.
3. To declare a final dividend on the ordinary 10p shares of the Company of 3.0p per share.
4. To re-elect G.P. Andrews, who retires by rotation pursuant to Article 87.1 of the Company’s Articles of Association and who, being eligible, offers himself for re-election as a Director.
5. To re-elect R.A. Murray, who retires by rotation pursuant to Article 87.1 of the Company’s Articles of Association and who, being eligible, offers himself for re-election as a Director.
6. To re-elect A.B. Giniger, who was appointed since the last Annual General Meeting and retires in accordance with Article 82.1 of the Company’s Articles of Association and who, being eligible, offers himself for re- election as a Director.
7. To re-appoint the auditors, Ernst & Young LLP, as auditors of the Company to hold office from the conclusion of the Meeting until the conclusion of the next general meeting at which accounts are laid before the Meeting.
8. To authorise the Directors to determine the auditors’ remuneration.
Special business To consider and, if thought fit, to pass the following resolutions of which Resolution 9 will be proposed as an ordinary resolution and Resolutions 10 and 11 as special resolutions:
9. THAT the Directors be and they are hereby generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006 (the "Act") to exercise all powers of the Company to allot shares in the Company 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 authority shall expire on 12 March 2017 except that after the date when it expires the Directors may use this authority to allot relevant securities in accordance with the terms of any offer or agreement made by the Company before that date. All authorities previously conferred under Section 551 of the Act shall be revoked to the extent unused.
10. THAT the Directors be and they are hereby empowered, pursuant to section 570 and section 573 of the Act, subject to the passing of Resolution 9 set out in the notice of this Meeting to allot equity securities (within the meaning of section 560 of the Act) for cash pursuant to the authority given 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:
(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 Company as the Directors may determine on a fixed record date in proportion (as nearly as may be) to their respective holdings of such securities or in accordance with the rights attached thereto (but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient to deal with fractional entitlements that would otherwise arise or legal or practical problems under the laws or requirements of any regulatory body or any stock exchange in any territory); and
(ii) (otherwise than pursuant to sub-paragraph (i) above) up to an aggregate nominal value of £259,858.00;
and shall expire at the conclusion of the next Annual General Meeting of the Company following the date of passing of this Resolution or 15 months from the date this Resolution is passed, whichever is the earlier, except 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 previously conferred under Section 561 of the Act shall be revoked to the extent unused provided that such revocation shall not have retrospective effect.
11. THAT the Company be and is hereby generally and unconditionally 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) of up to an aggregate of 2,598,580 ordinary shares of 10p each in its capital (“shares”) in such a manner and on such terms as the Directors may from time to time determine and may hold them as treasury shares provided that:
(a) the minimum price (exclusive of expenses) which may be paid for each share is 10p;
(b) the maximum price (exclusive of expenses) which may be paid for each share is not more than an amount equal to 105 per cent of the average of the middle market quotations of such shares derived from the London Stock Exchange Daily Official List for the five business days 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 2013 or 18 months from the date this Resolution is passed, whichever is the earlier, unless such authority is revoked, varied or renewed by the Company in general meeting prior to such time; and
(d) the Company may, prior to the expiry of the authority hereby conferred, enter into a contract to purchase shares which will or may be completed or executed wholly or partly after such expiry, and may purchase shares pursuant to such contract.
BY ORDER OF THE BOARD
Nicholas Conn 12 January 2012 Secretary
Registered Office: Unit E2 Sussex Manor Business Park Gatwick Road Crawley Sussex RH10 9NH
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