Thorn-EMI 1995 Annual Report

7. Ordinary Resolution
THAT the Directors be and are hereby authorised to exercise the power contained in the Articles ofAssociation to
permit, to the extent and in the manner determined by the Directors, the holders of Ordinary Shares of25 pence
each in the capital ofthe Company to elect to receive new Ordinary Shares of25 pence each credited as fully paid,
instead ofthe whole or a part ofany declared cash dividend ofthe Company in respect ofthe accounting reference
period ending on 3l March 1996.
8, Ordinary Reiolution
THAT
i) the rules ofthe 1995 THORN EMI Executive Share Option Scheme ("the Scheme") produced in draft form to
the Meeting and for the purpose of identifrcation initialled by the Chairman thereof, the principal terms ofwhich are
summarised in the letter to shareholders dated 16 June 1995 which accompanied the Notice convening the Meeting,
be and are hereby approved and adopted subject to such further modifications as may be necessary to secure the
approval ofthe Commissioners oflnland Revenue thereto pursuant to Paragraph I ofSchedule 9 to the Income and
Corporation Taxes Act 1988 (as amended from time to time) and the Directors be and are hereby authorised to do all
acts and things necessary or expedient to secure such approval and to carry the same into effect; and
ii) the Directors be and are hereby authorised to adopt or amend any schedules to the rules ofthe Scheme or any
other schemes ("overseas schemes") providing for the grant to eligible employees ofthe Company and/or any ofits
subsidiaries who work outside the United Kingdom ofoptions to subscribe for Ordinary Shares of25 pence each in
the capital ofthe Company and corresponding in all material respects with the Scheme but containing such different
provisions as the Directors shall consider appropriate having regard to any securities, exchange control or trxation
laws or regulations or similar factors which may have application in relation to options so granted, provided that the
limits on the aggregate number of shares over which options to subscribe may be granted under the overseas schemes
and the Scheme shall be subject to the limits specifred in the Scheme.
By Order ofthe Board
Robin (harlton
Sec/etaDl
4 Tenterden Street
I-ondon Wl A 2AY
16 June 1995
Noter:
(a) Any Member ofthe Comp.rny entitled to attend and vote al the Meeting may appoint one or more proxies ro
attend and, on a poll, to vote on his/her behalf. A proxy need not be a Member. Forms ofProxy should be lodged
with the Company's registrar, Lloyds Bank Registrars, not later than 48 hours before the time for which the Meeting
is convened. Completion of the Form ofProxy does not prevent a Member from attending and voting in person if
he/she is entitled to do so and so wishes.
(b) Members are informed that copies of contracts of service between any Director and the Company or any of its
subsidiaries will be available for inspection at the Registered Offrce of the Company during normal business hours
from the date of this Notice until the close ofthe Annual General Meeting and, on the day of the Meeting, at the
place of the Meeting from at least 15 minutes prior to the Meeting until its conclusion. The Register of Directoff'
Interests will also be available for inspection fiom the commencement of the Meeting until its conclusion.