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ICI » Topics » Notice of Annual General Meeting 2005

This excerpt taken from the ICI 6-K filed Mar 16, 2005.
Notice of Annual General Meeting 2005
continued

13 Disapplication of pre-emption rights
  Subject to the passing of Resolution 12, to consider the following Resolution as a Special Resolution: 
       
  “That the Directors be generally empowered pursuant to Section 95 of the Companies Act 1985 (“the Act”) to allot equity securities (within the meaning of Section 94(2) of the Act) for cash, pursuant to the authority conferred by the Resolution numbered 12 in the Notice of the Meeting, as if Section 89(1) of the Act did not apply to the allotment. This power:
       
  a) expires at the close of the Annual General Meeting of the Company to be held in 2006, but the Company may before then make an offer or agreement which would or might require equity securities to be allotted after expiry of this power and the Directors may allot equity securities in pursuance of that offer or agreement as if this power had not expired; and
     
  b) shall be limited to:
       
    (i)    the allotment of equity securities of the Company in proportion (as nearly as may be) to existing holdings of Ordinary Shares of £1 each in the capital of the Company, but subject to such exclusions or other arrangements as the Directors deem necessary or expedient in relation to fractional entitlements or any legal or practical problems under the laws of any territory, or the requirements of a regulatory body or stock exchange; and 
       
    (ii)    the allotment of equity securities for cash otherwise than pursuant to paragraph (i) up to an aggregate nominal amount equal to £59,561,911.” 
       
14  Purchase of own shares by the Company
To consider the following Resolution as a Special Resolution:
       
  “That the Company be unconditionally and generally authorised to make market purchases (within the meaning of Section 163(3) of the Companies Act 1985) of Ordinary Shares of £1 each in the capital of the Company provided that:
       
  a) the maximum number of Ordinary Shares hereby authorised to be acquired is 119,123,822;
     
  b) the minimum price which may be paid for any such share is £1;
     
  c) the maximum price which may be paid for any such share is an amount equal to 105 per cent of the average of the middle market values for the Ordinary Shares in the capital of the Company as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the share is contracted to be purchased;
     
  d) this authority shall expire at the close of the Annual General Meeting of the Company to be held in 2006; and
     
  e) a contract to purchase shares under this authority may be made prior to the expiry of this authority, and concluded in whole or in part after the expiry of this authority.”
   
  By Order of the Board
       
  Michael Herlihy
  Company Secretary
       
  15 March 2005

 

5 ICI ANNUAL GENERAL MEETING

A Member of the Company may appoint one or more proxies (whether Members or not) to attend and, on a poll, to vote instead of the Member. The form of proxy and the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of that power or authority, must be deposited with the Company’s Registrar, Lloyds TSB Registrars, The Causeway, Worthing, West Sussex BN99 6NB, not less than 48 hours before the time for holding the Annual General Meeting.

CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the Annual General Meeting and any adjournment(s) thereof by using the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.

In order for a proxy appointment or instruction made using the CREST service 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, regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer’s agent (ID 7RA01) by the latest time(s) for receipt of proxy appointments specified in the Notice of Meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer’s agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.

CREST members and, where applicable, their CREST sponsors or voting service providers should note that CRESTCo does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as may 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.

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.

The Company, pursuant to Regulation 41(1) of the Uncertificated Securities Regulations 2001, specifies that only those Shareholders registered in the Register of Members of the Company at 10:00 pm on 23 May 2005 shall be entitled to attend or vote at the Annual General Meeting in respect of the number of shares registered in their name at that time. Changes to entries on the Register after 10:00 pm on 23 May 2005 will be disregarded in determining the rights of any person to attend or vote at the Annual General Meeting.

An Ordinary Resolution is passed by a majority of more than 50 per cent of the votes cast. A Special Resolution is passed by a majority of at least 75 per cent of the votes cast.

The following will be available for inspection at ICI’s Registered Office, 20 Manchester Square, London W1U 3AN, between 9:00 am and 5:00 pm on business days from the date of this Notice until the conclusion of the Annual General Meeting and on 25 May 2005, the day of the Annual General Meeting, at the Queen Elizabeth II Conference Centre from 9:30 am until the conclusion of the Meeting.

1 A statement of transactions of Directors (and their family interests) in the share capital and debentures of the Company and any of its subsidiaries;
   
2 Copies of all contracts of service under which Directors of the Company are employed by the Company or any of its subsidiaries; 
   
3 A copy of the existing Memorandum and Articles of Association; and
   
4 A copy of the draft new Articles of Association.

 

ICI ANNUAL GENERAL MEETING 6
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