Notice of Annual General Meeting - Sports Direct International

More documents

Recommendations

Info

Notice of Annual General Meeting continued Resolution 10 (to be proposed as a Special Resolution): That the Company be generally and hereby is generally and unconditionally authorised, in accordance with section 701 of the Act, to make market purchases (within the meaning of section 693(4) of the Act) of ordinary shares of 10p each in the Company subject to the following conditions: • the maximum aggregate number of ordinary shares authorised to be purchased is 57,650,236, representing 10% of the Company’s issued ordinary share capital; • the minimum price (exclusive of expenses) which may be paid for an ordinary share is 10p (being the nominal value of an ordinary share); • the maximum price (exclusive of expenses) which may be paid for each ordinary share is the higher of: (a) an amount equal to 105% of the average of the middle market quotations for the ordinary shares in the Company as derived 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; and (b) an amount equal to the higher of the price of the last independent trade of an ordinary share and the (c) highest current independent bid for an ordinary share in the Company as derived from the London Stock Exchange Trading System; (d) unless previously renewed, varied or revoked, this authority shall expire at the close of the next Annual General Meeting of the Company; and (e) a contract to purchase shares under this authority may be made prior to the expiry of this authority, and concluded in whole or in part after the expiry of this authority. Resolution 11: That a general meeting other than an Annual General Meeting may be called on not less than 14 clear days’ notice. Resolution 12: That the rules of the Executive Bonus Share Scheme (the “Executive Scheme”), the principal terms of which are summarised in the explanatory notes to the Notice of Annual General Meeting and the drafts of which are produced to the AGM initialled by the chairman of the AGM for the purpose of identification, be and are hereby approved and the Directors be authorised to do all acts and things which they may consider necessary or expedient to give effect to the Executive Scheme; and (a) subject to the rules of the Executive Scheme, the directors of the Company be and are hereby authorised to make such alteration or addition to the Executive Scheme as may be necessary in order to benefit the administration of the Executive Scheme at any time; and (b) the directors of the Company be authorised to establish further plans based on the Executive Scheme but modified to take account of local tax, exchange control or securities laws provided that the shares made available under such further plans are treated as counting towards the limits on individual or overall participation in the Executive Scheme. Resolution 13: That the amended rules of The Sports Direct Bonus Share Scheme 2009 (the “2009 Scheme”), the changes to which are summarised in the explanatory notes to this Notice of Meeting, and the draft of which are produced to the AGM initialled by the chairman of the meeting for the purpose of identification, be and are hereby approved and adopted and the directors be authorised to do all acts and things which they may consider necessary or expedient to give effect to the amendments to the rules of the 2009 Scheme.
Resolution 14: That the rules of The Sports Direct Bonus Share Scheme 2011 (the “2011 Scheme”), the principal terms of which are summarised in the explanatory notes to this Notice of Meeting, and the draft of which are produced to the AGM initialled by the chairman of the meeting for the purpose of identification, be and are hereby approved and adopted and the directors of the Company be authorised to do all acts and things which they may consider necessary or expedient to give effect to the 2011 Scheme; and (a) subject to the rules of the 2011 Scheme, the directors of the Company be and are hereby authorised to make such alteration or addition to the 2011 Scheme as may be necessary in order to benefit the administration of the 2011 Scheme at any time; and (b) the directors of the Company be authorised to establish further plans based on the 2011 Scheme but modified to take account of local tax, exchange control or securities laws provided that the shares made available under such further plans are treated as counting towards the limits on individual or overall participation in the 2011 Scheme. Resolution 15: That the Company be and hereby is generally and unconditionally authorised for the purposes of section 366 of the Act: (a) to make donations to EU political organisations (as defined in section 364 of the Act) not exceeding £50,000 in total; and (b) to incur EU political expenditure (as defined in section 365 of the Act) not exceeding £50,000 in total; for the period expiring at the conclusion of the next Annual General Meeting of the Company. Resolution 16 (to be proposed as a Special Resolution): That: (a) the Articles of Association of the Company be amended by deleting all the provisions of the Company’s Memorandum of Association which, by virtue of section 28 of the Act, are to be treated as provisions of the Company’s Articles of Association; and (b) the Articles of Association of the Company as set out in the form produced to the AGM, and initialled by the chairman for the purpose of identification be adopted as the Articles of Association of the Company in substitution for, and to the exclusion of, the existing Articles of Association of the Company, with effect from the end of the AGM. By order of the Board Company Secretary 22 July 2010 Sports Direct International plc Registered office: Unit A, Brook Park East, Shirebook, United Kingdom NG20 8RY Registered in England and Wales under company no: 06035106 SPoRTS DIRECT INTERNATIoNAL PLC // NoTICE oF ANNUAL GENERAL MEETING 2010 // P.5
Page 1 and 2: Notice of Annual General Meeting 3.
Page 3: Resolution 8 (to be proposed as a S
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?