Notice of meeting
NOTICE IS HEREBY GIVEN that the seventy-first annual general meeting of the Company will be held at Congress Centre, 28 Great Russell Street, London WC1B 3LS on Friday 8 December 2006 at 11.00 am to transact the following business:
Ordinary business
Resolution 1
To receive the accounts and the reports of the directors and the auditors thereon for the year ended 16 September 2006.
Resolution 2
To receive and approve the directors’ remuneration report for the year ended 16 September 2006.
Resolution 3
That a dividend of 12.5p per ordinary share be paid on 12 January 2007 to holders of ordinary shares on the register of shareholders of the Company at the close of business on 1 December 2006.
Resolution 4
That the limit on the aggregate annual amount of directors’ fees contained within the articles of association of the company be increased to £500,000.
Resolution 5
To elect Javier Ferrán as a director.
Resolution 6
To elect Lord Jay of Ewelme GCMG as a director.
Resolution 7
To re-elect Jeffery Francis Harris as a director.
Resolution 8
To re-elect Willard Gordon Galen Weston as a director.
Resolution 9
To re-elect Rt. Hon. Lord MacGregor of Pulham Market, OBE as a director.
Resolution 10
To re-appoint KPMG Audit Plc as auditors of the Company to hold office from the conclusion of this meeting until the conclusion of the next general meeting at which accounts are laid before the shareholders, and to authorise the directors to determine their remuneration.
Special business
To propose and, if thought fit, to pass the following resolution as an ordinary resolution:
Resolution 11
That the directors be and they are hereby generally and unconditionally authorised in accordance with Section 80 of the Companies Act 1985 to exercise all the powers of the Company to allot relevant securities (as defined in Section 80(2) of that Act) up to a maximum of 263 million ordinary shares of 515⁄22p each provided that this authority shall expire on 7 December 2011, save that the Company shall be entitled to make offers or agreements before the expiry of such authority which would or might require relevant securities to be allotted after such expiry and the directors shall be entitled to allot relevant securities pursuant to any such offer or agreement as if this authority had not expired; and all unexercised authorities previously granted to the directors to allot relevant securities be and are hereby revoked.
To propose the following resolution as a special resolution:
Resolution 12
That the directors be and they are hereby empowered pursuant to Section 95 of the Companies Act 1985 to allot equity securities (as defined in Section 94(2) of that Act) for cash pursuant to the authority conferred by Resolution 11 above as if Section 89(1) of that Act did not apply to any such allotment provided that this power shall be limited to:
(i) the allotment of equity securities in connection with a rights issue, open offer or other offer of securities in favour of the holders of ordinary shares on the register of members at such record date(s) as the directors may determine where the equity securities respectively attributable to the interests of the ordinary shareholders are proportionate (as nearly as may be) to the respective numbers of ordinary shares held by them on any such record date(s), subject to such exclusions or other arrangements as the directors may deem necessary or expedient to deal with, fractional entitlements or legal or practical problems arising under the laws of any overseas territory or the requirements of any regulatory body or stock exchange or by virtue of shares being represented by depositary receipts or any other matter whatever; and
(ii) the allotment (otherwise than pursuant to sub-paragraph (i) above) to any person or persons of equity securities up to an aggregate of 39 million ordinary shares of 515⁄22p each;
and shall expire upon the date of the next annual general meeting of the Company after the passing of this resolution or 31 December 2007, whichever is sooner, save that the Company shall be entitled to make offers or agreements before the expiry of such power which would or might require equity securities to be allotted after such expiry and the directors shall be entitled to allot equity securities pursuant to any such offer or agreement as if the power conferred hereby had not expired.
By order of the board, Paul Lister, Company Secretary, 7 November 2006
Weston Centre, 10 Grosvenor Street, London W1K 4QY, Registered in England and Wales, Company No. 293262