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

continued

Notes

i) 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. 
   

ii)

Shareholders 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 Shareholder’s 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 websites.

   
iii) Registered 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 enrolment instructions.
   
iv) 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.
   
v) 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 time stamp 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.
   
vi) 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.
   
vii) 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.
   
viii) 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 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 General Meeting.
   
ix) An Ordinary 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 votes cast.

 

7 ICI ANNUAL GENERAL MEETING

     
x) 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 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 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  Copies of indemnities issued by the Company in favour of Directors of the Company; and
  4   A copy of the draft amended rules of the Performance Growth Plan.
     

ICI ANNUAL GENERAL MEETING  
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