Filtronic PLC
10 August 2007
Notice of
Annual General Meeting
of Filtronic plc
Notice is hereby given that the 2007 annual general meeting of Filtronic plc
('the company') will be held at Weetwood Hall, Otley Road, Leeds, LS16 5PS on
Friday 21 September 2007 at 10.30 am for the following purposes:
Ordinary business
1. To receive the financial statements and the reports of the directors and the
auditor for the year ended 31 May 2007.
2. To re-elect Professor Stephen Burbank as director.
3. To re-elect Ian Hardington as director.
4. To re-appoint KPMG Audit Plc as auditor of the company and to authorise the
directors to determine the auditor's remuneration.
Special business
To transact any other ordinary business of an annual general meeting and as
special business to consider and if thought fit, pass the following resolutions
of which resolutions 5, 6, and 7 will be proposed as ordinary resolutions and
resolutions 8 and 9 as special resolutions.
5. To approve the remuneration report and receive the auditor's report on the
auditable part of that report.
6. That
pursuant to Section 80(1) of the Companies Act 1985 ('the Act'), the directors
be and they are hereby generally and unconditionally authorised to exercise all
the powers of the company to allot relevant securities (as defined in Section 80
(2) of the Act) to an aggregate nominal amount equal to whichever is the lesser
of:
6.1 one third of the nominal value of the issued ordinary share capital of the
company at the date of this notice; or
6.2 the authorised but unissued ordinary share capital of the company:
provided that this authority unless renewed shall expire on the earlier of the
date falling five years after the date ofthis resolution and the annual general
meeting of the company to be held in the year 2012, save that the company may
before such expiry make an offer or agreement which would or might require
relevant securities to be allotted after such expiry and the directors may allot
the relevant securities in pursuance of such offer or agreement as if the
authority conferred hereby had not expired and all authorities and powers
conferred prior to the date of this meeting in accordance with or pursuant to
Section 80(1) of the Act be and they are hereby revoked, such revocation not to
have a retrospective effect.
7. That the directors be and they are authorised to offer the holders of and
persons entitled by transmission to, 10p ordinary shares, the right to elect to
receive in respect of all or part of their holdings of 10p ordinary shares,
additional ordinary shares, credited as fully paid up, instead of cash in
accordance with the provisions of the company's Articles of Association (as
amended from time to time) in respect of any or all dividends declared within
the period beginning on the day following the date of this resolution and ending
at the conclusion of the annual general meeting of the company to be held in the
year 2012.
8. That (conditionally upon the passing of resolution 6 above) in substitution
for any existing power the directors be and they are empowered until the date
which is 15 months from the date when this resolution becomes unconditional or
the conclusion of the next annual general meeting of the company (whichever is
the earlier) pursuant to Section 95 of the Act, to allot equity securities (as
defined in Section 94(2) of the Act) for cash as if Section 89(1) of the Act did
not apply to any such allotments provided that such a power should be limited
to:
8.1 the allotment of equity securities in connection with an offer of equity
securities open for acceptance for a period fixed by the directors to the
holders of ordinary shares of 10p each on the register on a date fixed by the
directors in proportion (as nearly as may be) to their respective holdings of
such ordinary shares of 10p each or in accordance with the rights attached
thereto (but subject to such exclusions or other arrangements that the directors
may deem necessary or expedient to deal with legal or practical problems under
or resulting from the application or apparent application of the laws of any
territory or the requirements of any regulatory body or any Stock Exchange in
any territory in connection with fractional entitlements or otherwise
howsoever); and
8.2 (otherwise than pursuant to 8.1 above) the allotment of equity securities
for cash up to an aggregate nominal value of £371,615 but so that such power
shall allow the company to make an offer or enter into an agreement before the
expiry of such power which would or might require equity securities to be
allotted after the expiry of such power and the directors may allot equity
securities in pursuance of any such offer or agreement as if the power conferred
by this resolution had not expired.
9. That the company may serve any notice or send or supply any other document or
information to a member by making the notice, document or information available
on a website.
Registered office:
Filtronic plc
Airedale House
Acorn Park
Charlestown By order of the Board
Shipley
West Yorkshire M Moynihan
BD17 7SW Company Secretary
23 July 2007
Notes:
Copies of the directors' service contracts with the company will be available
for inspection at the registered office during normal business hours on any
weekday from the date of this notice until the date of the annual general
meeting and at Weetwood Hall, Otley Road, Leeds, LS16 5PS from 8.30 am on Friday
21 September 2007 until the conclusion of the meeting.
A person entitled to attend and vote at the meeting may appoint one or more
proxies to attend and on a poll vote at the meeting instead of him. The proxy
need not be a member of the company and the appointment of such a proxy does not
preclude the member from subsequently attending the meeting. To be effective a
form of proxy must be completed, signed and lodged with the registrars at Proxy
Processing Centre, Telford Road, Bicester, OX26 4LD not less than 48 hours
before the time appointed for the meeting.
Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, the
company specifies that only those shareholders registered in the relevant
register of members of the company at the close of business on 19 September 2007
shall be entitled to attend or vote at the annual general meeting (or, if that
meeting is adjourned to a later date, at the close of business on the second day
prior to the date fixed for that adjourned meeting). Unless the meeting is
adjourned to a later date, changes to entries on the register of members after
the close of business on 19 September 2007 shall be disregarded in determining
the right of any person to attend or vote at the meeting.
Biographical details of the directors submitted for election and re-election are
set out below.
Professor Stephen Burbank (aged 60) has been a non-executive director since
1994. Professor Burbank is currently the David Berger Professor for the
Administration of Justice at the University of Pennsylvania. He is Chairman of
the Board of the American Academy of Political and Social Science and of the
Editorial Committee of the American
Judicature Society. One of the pre-eminent scholars of litigation procedure and
judicial administration in the United States, Professor Burbank is also an
authority on issues of judicial independence and accountability, having served
on the National Commission on Judicial Discipline and Removal by appointment of
the Speaker of the United States House of Representatives. Since 2002, by
appointment of a federal judge, he has served as Special Master of the National
Football League.
Ian Hardington (aged 43) has been a non-executive director since 1999. He has
been chairman of the remuneration committee since 30 January 2006. Mr Hardington
is an analyst with Trinity Capital Limited, an investment management firm
located in The United States of America.
This information is provided by RNS
The company news service from the London Stock Exchange
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