Untitled - David Kronemyer

3. REDUCTION OF SHARE CAPITAL
The 460,000 3.5 per cent. Preference Shares were created during the period 1936 to 1948
and are something ofan anomaly today in view of the total capitalisation of the Company.
Your Directors consider that action should be taken with the approval of the High Cout in
accordance with the Companies Act 1985 to cancel the 3.5 per cent. Preference Shares in
exchange for the payment by the Company of 78p per Share plus accrued dividends.
This action, in addition to requiring the approval of the Company in General Meeting,
requires the separate approvals of holders ofthe 3.5 per cenl- Preference Shares and of the 7
per cent. Convertible Shares. (See Notices of Class Meetings on pages l0 and I I and
Resolulion 8 on pages l3 and 141.
4. SCRIP DIVIDENI] SCHEME
It is proposed that the authority ofthe Directors to offer a scrip dividend alternative to
Ordinary Shareholders be renewed in respect ofthe accounting reference period ending on
3l March, 1989. (Resolution 9 on page l4).
5. EMPLOYEE SIIARE OPTION SCHEMES
The two share option schemes operated by the Company have, in the opinion of the
Directorc, achieved their objectives by giving employees a greater interest in the future
prosperity ofthe Company and encouraging an identity of purpose with shareholders.
To enable the schemes to continue to operate effectively, it is proposed to bring the
overall limits on the number ofshares over which options can be granted into line with the
cunent issued Ordinary Share capital of the Company. In addition, it is proposed to remove
the limits imposed on the schemes following the introduction of the INMOS Share Option
Schemes in 1984, since the l,rtter are now effectively inoperative, and to provide for the
grant of replacement options under the 1984 Executive Share Option Scheme. (Resolurion
l0 on pages l4 and l5).
MEETINGS OF SIIAREHOI,DERS
The approval of shareholders to the items of general and special business is required to be
given by the passing, as applicable, of Extraordinary Resolutions at separate Class Meetings
ofthe holders ofthe 3.5 per cent, Preference Shares and ofthe 7 per cent. Convertible
Shares and by the passing of the relevant Resolutions by the Company in General Meeting.
As refened to above, separate Class Meetings of the holders of the 3.5 per cent.
Preference Shares and of the 7 per cent. Convertible Shares wilt be held on Wednesday,
3l August, 1988 commencing at 3pm and 3.45pm respectively at The Dorchester, Park
Lane, [,ondon Wl.
At each of the separate Class Meetings lhe following Extraordinary Resolutions will be
put:
Extraordinary Resolution Numbered I will seek class approval for the
purchase and cancellation by the Company of up to 20,?48,202 Ordinary
Shares; and
Extraordinary Resolution Numbered 2 will seek class approval for the
reduction by the Company of its share capital by the cancellation ofall the
3.5 per cent, Preference Shares.