Notice of AGM

RNS Number : 7507A

Filtronic PLC

06 August 2008

 



FILTRONIC PLC

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the 2008 annual general meeting of Filtronic plc (the 'Company') will be held at The Marriott Hollins Hall Hotel, Baildon, West Yorkshire, BD17 7QW on Friday 19 September 2008 at 11 a.m. 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 2008.

2.    To approve the directors' remuneration report in respect of the financial year ended 31 May 2008.

3.    To elect Hemant Mardia as a director.

4.    To elect Stephen Mole as a director.

5.    To re-appoint KPMG Audit Plc as auditor of the company and to authorise the directors to determine the
       auditor's remuneration.

Special business

As special business, to consider and, if thought fit, pass the following resolutions of which resolutions 6, 7, 10, 12 and 13 will be proposed as ordinary resolutions and resolutions 8, 9 and 11 as special resolutions:

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 of this resolution and the annual general meeting of the company to be held in the year 2013 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) ordinary shares of 10p in the capital of the company, 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 2013.

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 Companies Act 1985 (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 be and is hereby generally and unconditionally authorised for the purposes of Section 166 of the Companies Act 1985 (the 'Act') to make market purchases (within the meaning of Section 163(3) of the Act) of ordinary shares of 10p each in the company provided that:

9.1.    the maximum number of ordinary shares which may be purchased is 7,432,309 (representing 10% of the company's issued ordinary share capital as at 28 July 2008);

9.2.    the minimum price (exclusive of expenses) which may be paid for each ordinary share is 10p; 

9.3.    the maximum price (exclusive of expenses) which may be paid for each ordinary share is an amount equal to 105% of the average of the middle market quotations of an ordinary share of the company taken 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;

9.4.    this authority shall expire at the conclusion of the next annual general meeting of the company after the passing of this resolution or on 19 December 2009 whichever is the earlier (unless previously renewed, varied or revoked by the company in general meeting); and

9.5.    the company may, before such expiry, enter into one or more contracts to purchase ordinary shares under which such purchases may be completed or executed wholly or partly after the expiry of this authority and may make a purchase of ordinary shares in pursuance of any such contract or contracts.

10.    That the 2,600,000,000 non-cumulative redeemable preference shares of 5p each in the authorised share capital of the company which have not been taken or agreed to be taken by any person be cancelled and that the authorised share capital of the company be diminished by £130,000,000.

11    That, with effect from the conclusion of the Meeting (and conditional upon the passing of resolution 10 above), the Articles of Association produced in draft to the Meeting and, for the purposes of identification, initialled by the chairman of the Meeting, be adopted in substitution for and to the exclusion of the existing Articles of Association of the company.

12.    That the rules of the Filtronic plc Performance Share Plan (the 'PSP') produced in draft to the Meeting and, for the purposes of identification, initialled by the chairman of the Meeting, be approved and the directors be authorised to:

12.1.    make such modifications to the PSP as they may consider appropriate for the implementation of the PSP and to adopt the PSP as so modified and to do all such other acts and things as they may consider appropriate to implement the PSP; and

12.2.    establish further plans based on the PSP but modified to take account of local tax, exchange control or securities laws in overseas territories, provided that any shares made available under such further plans are treated as counting against the limits on individual or overall participation in the PSP.

13.    That the rules of the Filtronic plc Sharesave Plan (the 'Sharesave Plan') produced in draft to the Meeting and, for the purposes of identification, initialled by the chairman of the Meeting, be approved and the directors be authorised to:

13.1.    make such modifications to the Sharesave Plan as they may consider appropriate to take account of the requirements of HM Revenue & Customs and for the implementation of the Sharesave Plan and to adopt the Sharesave Plan as so modified and to do all such other acts and things as they may consider appropriate to implement the Sharesave Plan; and

13.2.    establish further plans based on the Sharesave Plan but modified to take account of local tax, exchange control or securities laws in overseas territories, provided that any shares made available under such further plans are treated as counting against the limits on individual or overall participation in the Sharesave Plan.

Registered office:

Filtronic plc

Airedale House

Acorn Park

Charlestown

Shipley

West Yorkshire

BD17 7SW

28 July 2008

NOTES

1.    A member entitled to attend and vote at the Meeting is also entitled to appoint a proxy or proxies to attend, speak and vote instead of him. A member may appoint more than one proxy in relation to the Meeting, provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that member. A proxy need not be a member of the company. A form of proxy is enclosed with this notice and instructions for completion are shown on the form. Forms of proxy need to be deposited with the company's registrars, Capita Registrars, Proxy Department, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU, not less than 48 hours before the start of the Meeting. Completion of a form of proxy does not preclude a member from attending and voting in person at the Meeting, should they so wish.

2.    Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, the time by which a person must be entered on the register of members in order to have the right to attend and vote at the annual general meeting is 6 p.m. on 17 September 2008 (being not more than 48 hours prior to the time fixed for the Meeting) or, if the Meeting is adjourned, such time being not more than 48 hours prior to the time fixed for the adjourned meeting. Changes to entries on the register of members after that time will be disregarded in determining the right of any person to attend or vote at the Meeting.

3.    CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so 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.

4.    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 Euroclear UK & Ireland Limited's ('Euroclear UK & Ireland') specifications and must contain the information required for such instructions, as described in the CREST Manual. The time of receipt of a proxy appointment or an instruction to a previously appointed proxy 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 (CREST ID RA10) is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST.

5.    In the case of joint holders of a share the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders. For this purpose seniority is determined by the order in which the names of the holders stand in the register of members in respect of the joint holding. 

6.    Copies of (a) the directors' service contracts; (b) a Statement of the directors' share interests and those of their families; (c) the company's current Articles of Association; (d) the new Articles of Association being proposed at the Meeting; (e) the draft rules of the proposed Filtronic plc Performance Share Plan; and (f) the draft rules of the proposed Filtronic plc Sharesave Plan will be available for inspection during normal business hours at the company's registered office and at the office of Hewitt New Bridge Street, 20 Little Britain, London EC1A 7DH. These documents will also be available for inspection at the place of the annual general meeting for at least 15 minutes prior to, and during, the annual general meeting.

7.    The right to appoint a proxy does not apply to a person whose shares are held on their behalf by another person and who have been nominated to receive communications from the company in accordance with section 146 of the Companies Act 2006 (a 'Nominated Person'). Nominated Persons may have a right under an agreement with the registered shareholder who holds the shares on their behalf to be appointed (or to have someone else appointed) as a proxy. Alternatively, if Nominated Persons do not have such a right, or do not wish to exercise it, they may have the right under such an agreement to give instructions to the person holding the shares as to the exercise of voting rights.

8.    As at 28 July 2008 (being the latest business day prior to the publication of this notice) the company's issued share capital consists of 74,323,093 ordinary shares of 10p each, carrying one vote each. Therefore, the total voting rights in the company are 74,323,093.

9.    Explanatory notes in relation to the resolutions to be proposed at the Meeting are set out in the letter from the Chairman of the company accompanying this notice.

Enquiries

Stephen Mole, Finance Director

Tel: [phone]

Mob: [phone]

Dr Maura Moynihan, Company Secretary

Tel: [phone]

 

END

 

 

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