Notice of Annual General Meeting - Sports Direct International

More documents

Recommendations

Info

Notice of Annual General Meeting Notice is hereby given that the 2010 Annual General Meeting (the “AGM”) of Sports Direct International plc (the “Company”) will be held in the auditorium, Unit D, Brook Park East, Shirebrook, NG20 8RY on Tuesday 7 September 2010 at 3.00pm to consider the following resolutions (which, in the case of resolutions 8, 9, 10 and 16 will be proposed as special resolutions, requiring not less than 75% of the votes cast to be in favour to be passed, with the remainder being proposed as ordinary resolutions, requiring more than 50% of the votes cast to be in favour to be passed). Resolution 1: That the audited accounts and the reports of the directors and of the auditors for the financial year ended 25 April 2010 be received. Resolution 2: That the Directors’ Remuneration Report for the financial year ended 25 April 2010 be approved. Resolution 3: That Keith Hellawell be re-elected as a director. Resolution 4: That Mike Ashley be re-elected as a director. Resolution 5: That Grant Thornton UK LLP be re-appointed as the Company’s auditors, to hold office until the conclusion of the next Annual General Meeting. Resolution 6: That the directors be authorised to determine the remuneration of the auditors. Resolution 7: That the Board be and they are generally and unconditionally authorised, pursuant to section 551 of the Companies Act 2006 (the “Act”), to exercise all the powers of the Company to allot shares in the Company and to grant rights to subscribe for or to convert any security into shares in the Company with an aggregate nominal value of up to £19,216,745 and so that the Board may impose any limits or restrictions and make any arrangements which it considers necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter provided that this authority shall expire at the close of the next Annual General Meeting of the Company save that the Company may before such expiry make offers and enter into agreements which would, or might, require shares in the Company to be allotted or rights to subscribe for or convert any security into shares to be granted after this authority expires and the Board may allot shares in the Company and grant rights under any such offer or agreement as if this authority had not expired.
Resolution 8 (to be proposed as a Special Resolution): That, in addition to resolution 7, the Board be and they are generally and unconditionally authorised, pursuant to section 551 of the Act, to exercise all the powers of the Company to allot shares in the Company and to grant rights to subscribe for or to convert any security into shares in the Company comprising equity securities, as defined in the Act, with an aggregate nominal value of up to £38,433,491 (including within such limit any shares issued under resolution 7) in connection with an offer by way of a rights issue: (a) to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and (b) to people who are holders of other equity securities if this is required by the rights of those securities or, if the Board considers it necessary, as permitted by the rights of those securities, and so that the Board may impose any limits or restrictions and make any arrangements which it considers necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter provided that this authority shall expire at the close of the next Annual General Meeting of the Company save that the Company may before such expiry make offers and enter into agreements which would, or might, require shares in the Company to be allotted or rights to subscribe for or convert any security into shares to be granted after this authority expires and the Board may allot shares in the Company and grant rights under any such offer or agreement as if this authority had not expired. Resolution 9 (to be proposed as a Special Resolution): That the Board be and they are hereby empowered pursuant to section 570 and 573 of the Act to allot equity securities (within the meaning of section 560 of the Act) for cash pursuant to the authority given by resolutions 7 and 8 (as applicable) and / or where the allotment constitutes an allotment of equity securities by virtue of section 560(2) of the Act as if section 561(1) of the Act did not apply to such allotment provided that this power shall be limited: (a) to the allotment of equity securities in connection with an offer of equity securities (but in the case of the authority granted under resolution 8, by way of a rights issue only): (b) to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and (c) to people who are holders of other equity securities, if this is required by the rights of those securities, or if the Board considers it necessary, as permitted by the rights of those securities, and so that the Board may impose any limits or restrictions and make any arrangements which it considers necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter; and (d) in the case of the authority granted under resolution 7, to the allotment (otherwise than under 9(a) above) of equity securities with an aggregate nominal value of up to £2,882,511; and provided further that this power shall expire at the close of the next Annual General Meeting of the Company save that the Company may before such expiry make offers and enter into agreements which would, or might, require equity securities to be allotted after this power expires and the Board may allot equity securities under any such offer or agreement as if this power had not expired. SPoRTS DIRECT INTERNATIoNAL PLC // NoTICE oF ANNUAL GENERAL MEETING 2010 // P.3
Page 1: Notice of Annual General Meeting 3.
Page 5 and 6: Resolution 14: That the rules of Th
Page 7 and 8: Resolution 5: To reappoint the audi
Page 9 and 10: Awards may also be granted outside
Page 11 and 12: The satisfaction of Awards with tre
Page 13 and 14: A participant will normally have up
Page 15 and 16: RIGHTS ATTACHING To SHARES A partic
Page 17 and 18: Please indicate with an “x” in
Page 19 and 20: Issued shares and total voting righ
Page 21 and 22: A copy of this Notice, Proxy Form a
Page 23: 6. Vacation of office by directors

Notice of Annual General Meeting - Sports Direct International

Create successful ePaper yourself

Delete template?

Save as template?