Electrocomponents plc Annual Report and Accounts 2004 DownloadSite mapContact us
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Notice of Annual General Meeting
Notice is hereby given that the Annual General Meeting of Electrocomponents plc will be held at the Company’s premises, The International Management Centre, 5000 Oxford Business Park South, Oxford OX4 2BH on Friday 16 July 2004 at 12 noon.
The business of the meeting will be:


Ordinary business
Report and Accounts
1 To receive the accounts and the reports of the Directors and the Auditors for the year ended 31 March 2004.

Directors’ Remuneration Report
2 To approve the Directors’ Remuneration Report for the year ended 31 March 2004.

Declaration of dividend
3 To declare a final dividend on the ordinary shares.

Retiring Directors
4 To re-elect Dr L Atkinson as a Director.
5 To re-elect Mr R B Butler as a Director.
6 To re-elect Mr I Mason as a Director.


Auditors’ appointment and remuneration
7 To re-appoint KPMG Audit Plc as Auditors of the Company and to authorise the Directors to agree their remuneration.

Special business
To consider and, if thought fit, pass the following resolutions of which resolutions 8 and 9 will be proposed as Ordinary Resolutions and resolutions 10 and 11 will be proposed as Special Resolutions:

Ordinary resolutions
Increase in the limit on Directors’ fees
8 That with effect from the conclusion of this meeting the maximum amount of fees payable to Directors pursuant to Article 102.1 of the Company’s Articles of Association be increased from £450,000 to £600,000.

Renewal of Directors’ authority to allot shares
9 That the Directors be and they are hereby generally and unconditionally authorised in accordance with Section 80 of the Companies Act 1985 and in substitution for any existing power to allot relevant securities (within the meaning of the said Section 80) up to an aggregate nominal amount of £4,569,923.90 during the period commencing on the date of the passing of this Resolution and expiring on 15 July 2009 but so that this authority shall allow the Company to make before the expiry of this authority offers or agreements which would or might require relevant securities to be allotted after such expiry and notwithstanding such expiry the Directors may allot relevant securities in pursuance of such offers or agreements.

Special resolutions
Renewal of Directors’ authority to disapply pre-emption rights
10 That subj ect to the passing of Resolution 9 set out in the Notice of this Meeting:
(a) the Directors be and they are hereby empowered pursuant to Section 95 of the Companies Act 1985 (the ‘Act’) to allot equity securities (within the meaning of Section 94 of the Act) pursuant to the authority given by the said Resolution 9 and to transfer equity securities (within the meaning of Section 94 of the Act) which are held by the Company in Treasury, as if Section 89 (1) of the Act did not apply to any such allotment or transfer, provided that this power shall be limited to the allotment or transfer of equity securities:
(i) in connection with or the subject of an offer or invitation, open for acceptance for a period fixed by the Directors, to holders of ordinary shares and such other equity securities of the Company as the Directors may determine on the register 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 (including equity securities which, in connection with such offer or invitation, are the subject of such exclusions or other arrangements as the Directors may deem necessary or expedient to deal with fractional entitlements that would otherwise arise or with legal or practical problems under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory or otherwise howsoever);
(ii) pursuant to the terms of any share scheme for employees approved by the members in general meeting and any shares acquired or held by the Company in Treasury may be transferred in satisfaction of the exercise of any options under any of the Company ’s employee share schemes; and
(iii) (otherwise than pursuant to sub-paragraphs (i)and (ii) above) up to an aggregate nominal amount of £2,176,233.20, and shall expire on 15 July 2009, except that the Company may before such expiry make offers or agreements which would or might require equity securities to be allotted after such expiry and notwithstanding such expiry the Directors may allot equity securities in pursuance of such offers or agreements;
and
(b) all authorities previously conferred under section 95 of the Act be and they are hereby revoked, provided that such revocation shall not have retrospective effect.


Renewal of Directors’ authority for the purchase by the Company of its own shares
11 That the Company is hereby generally and unconditionally authorised to make market purchases (within the meaning of Section 163(3) of the Companies Act 1985) of ordinary shares of 10p each in the Company (ordinary shares) provided that:
(a) the maximum number of ordinary shares hereby authorised to be purchased is 43,524,665;
(b) the minimum price which may be paid for ordinary shares is 10p per ordinary share;
(c) the maximum price which may be paid for ordinary shares is an amount equal to 105% of the average of the middle market quotations for an ordinary share taken from the London Stock Exchange Daily Official List for the five business days immediately preceding the date of purchase; (d) the authority hereby conferred shall expire at the conclusion of the next Annual General Meeting of the Company, unless such authority is renewed prior to such a time; and
(e) the Company may make a contract to purchase ordinary shares under the authority hereby conferred prior to the expiry of such authority which will or may be executed wholly or partly after the expiry of such authority,and may make a purchase of ordinary shares in pursuance of such contract.


By Order of the Board



Carmelina Carfora
Company Secretary
26 May 2004
Registered Office: International Management Centre,
5000 Oxford Business Park South, Oxford, OX4 2BH
Registered Number: 647788


Notes:
(i) A member entitled to attend and vote at the Meeting is entitled to appoint one or more proxies to attend and (on a poll) vote instead of him. A proxy need not be a member of the Company. Appointment of a proxy will not preclude a member from attending or voting at the meeting if he/she subsequently wishes to do so.
(ii) Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, the Company has specified that only those shareholders registered in the Register of Members of the Company as at 6.00 pm on 14 July 2004 will 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 relevant Register of Members after 6.00 pm on 14 July 2004 will be disregarded in determining the rights of any person to attend or vote at the Meeting.
(iii) A form of proxy is enclosed. To be effective, a proxy form and the authority (if any) under which it is signed or a notarially certified copy of such authority must be deposited at the offices of the Company’s registrars, Lloyds TSB Registrars, The Causeway, Worthing, West Sussex BN99 6DA by not later than 12 noon on Wednesday 14 July 2004.
(iv) CREST members (including CREST Personal Members) who wish to appoint one or more proxies by using the CREST electronic proxy appointment service may do so by having an appropriate CREST message transmitted.
For a proxy appointment made by means of CREST to be valid, the appropriate CREST message (a ‘CREST Proxy Instruction’) must be properly authenticated in accordance with CRESTCo’s specifications and must contain the information required for such instructions, as described in the CREST Manual. The message must be transmitted so as to be received by the Company’s registrar (ID 7RA01) by not later than 12 noon on Wednesday 14 July 2004. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the CREST system) from which the issuer’s agent is able to retrieve the message. CREST members should note that normal system timings and limitations will apply for the input of CREST Proxy Instructions.
CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed voting service provider(s), should contact their CREST sponsor or voting service provider(s) for assistance with appointing proxies via CREST. For further information on CREST procedures, limitations and systems timings, please refer to the CREST manual.
The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
(v) The Register of Directors’ Interests and copies of all Contracts of Service of the Directors are available for inspection during business hours at the registered office of the Company and will be available for inspection at the place of the Meeting from half an hour before the time of the Meeting until the conclusion of the Meeting.
(vi) Biographical details of the Directors who are proposed for re-election at the Annual General Meeting are set out in the Board of Director's section.

© Electrocomponents 2004