|Notice of the Annual General Meeting|
For the year ended 30 September 2004.
Notice is hereby given that the ninety-second annual general meeting of the company will be held at Citygate, St James’ Boulevard, Newcastle upon Tyne NE1 4JE on 24 February 2005 at 12.15 pm for the following purposes:
As routine business, to consider and, if thought fit, pass the following resolutions
as ordinary resolutions
of the company:
- That the directors’ report and the audited financial statements for the year ended 30 September 2004 be approved and adopted.
- That the remuneration committee report for the year ended 30 September 2004 be approved.
- That a dividend of 19.20p per share be paid on 4 March 2005 to all holders of ordinary shares on the register of members of the company at the close of business on 11 February 2005, in respect of all ordinary shares then registered in their names.
- That Robert Dickinson be re-elected as a director.
- That Stephen Dickinson be re-elected as a director.
- That Robert Hiscox be re-elected as a director.
- That Andrew Cunningham be re-elected as a director.
- That Robin Broadhurst (having been appointed since the last annual general meeting) be re-elected as a director.
- That PricewaterhouseCoopers LLP be re-appointed auditors of the company to hold office until the conclusion of the next general meeting at which accounts are laid before the company and that their remuneration be fixed by the directors.
By order of the board
21 December 2004
St James’ Boulevard
Newcastle upon Tyne
A member entitled to attend and vote at the annual general meeting (‘AGM’) may appoint one or more proxies (who need not be a member of the company) to attend and, on a poll, to vote on his or her behalf. A form of proxy is enclosed for use by members and in order to be valid this form must be returned by post, by courier or by hand together with, if applicable, the power of attorney or other authority under which it is signed, to the company’s registrars, Capita Registrars, Proxy Department, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU. In the case of a corporation, the proxy should be executed under its common seal or under the hand of a duly authorised officer or attorney.
Alternatively CREST members may use the CREST electronic proxy appointment service in accordance with the procedures set out below.
In each case the proxy appointments must be received by the company not less than 48 hours before the time for the holding of the meeting.
CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so by utilising 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. In order for a proxy appointment made by means of CREST 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 relates to the appointment of a proxy or to 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 RA10) by the latest time 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 timestamp 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. 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. 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 shall 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.
Appointment of a proxy does not preclude a shareholder from attending the AGM and voting in person.
Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, in order to be able to attend and vote at the AGM or any adjourned meeting, (and also for the purposes of calculating how many votes a person may cast), a person must have his/her name entered on the register of members of the company by 6.00pm on 22 February 2005 (or 6.00pm on the date two days before any adjourned meeting). Changes to entries on the register of members after this time shall be disregarded in determining the rights of any person to attend or vote at the meeting.
Copies of the directors’ service contracts with the company and the register of interests of the directors and their families in the share capital of the company are available for inspection at the registered office of the company during usual business hours (Saturdays, Sundays and public holidays excepted) and will be available at the place of the AGM from 15 minutes prior to and during the AGM.