ICI » Topics » Notice of Annual General Meeting 2007
This excerpt taken from the ICI 6-K filed Mar 21, 2007.
Notice of Annual General Meeting 2007
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 Companys 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.
who would prefer to register the appointment of their proxy electronically
via the internet should do so through the Sharevote website, www.sharevote.co.uk,
using their personal Authentication Reference Number (this is the
series of 24 numbers printed under the Shareholders name on
the Proxy Form). Alternatively, Shareholders
who have already registered with Lloyds TSB Registrars online service,
Shareview, can appoint their proxy electronically by logging on to their portfolio
at www.shareview.co.uk and clicking on Company Meetings. Full details
and instructions on these electronic proxy facilities are given on the respective
Shareholders of ICI American
Depositary Receipts (ADRs) may also vote their proxies via the internet.
If you hold ICI ADRs in your own name and would like to vote your shares online
you can do so by visiting www.citibank.com/adr. If you have deposited ICI ADRs
with a bank or brokerage account that holds the shares on your behalf in its
name, you may vote online by visiting www.proxyvote.com and following the simple
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),
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 CRESTCos 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 issuers 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
time stamp applied to the message by the CREST Applications Host) from which
the issuers 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
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
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 21 May 2007 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 21 May 2007 will be disregarded in
determining the rights of any person to attend or vote at the Annual
Resolution is passed by a majority of more than 50% of the votes cast.
A Special Resolution is passed by a majority of at least 75% of the
will be available for inspection at ICIs Registered Office, 20
Manchester Square, London W1U 3AN, between 9:00 am and 5:00 pm on business
the date of this Notice until the conclusion of the Annual General Meeting
and on 23 May 2007, the day of the Annual General Meeting, at the Queen
Elizabeth II Conference Centre from 9:30 am until the conclusion of the
A statement of transactions
of Directors (and their family interests) in the share capital and debentures
of the Company and any of its subsidiaries;
Copies of all contracts
of service under which Directors of the Company are employed by the Company
or any of its subsidiaries;
Copies of indemnities
issued by the Company in favour of Directors of the Company; and
A copy of the draft amended
rules of the Performance Growth Plan.
ICI ANNUAL GENERAL MEETING
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