Untitled - David Kronemyer

'Lhe Annual General Meeting for 1988 will be held on Thursday, 8 September, 1988 at
the London Marriott Horel, l0 Grosvenor Square, London Wl at I l.30am. At this Meeting
all Members, including the holders of the 3.5 per cent. Preference Shares, will be entitled to
attend and vote.
Amongst the Resolutions to be put to the Annual Ceneral Meeting will be:
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Resolution 7 (a Special Resolution) which will seek approval of Members for the
purchase and cancellation by the Company ofup to 20,748,202 Ordinary Shares;
and
Resolution 8 (a Special Resolution) which will seek approval of Members for the
reduction by the Company of its share capital by the cancellation of all the 3.5
per cent. Preference Shares.
Shareholders (and in particular the holders ofthe 3.5 per cent. Preference Shares
and of the 7 per cent. Convertible Shares) should note that Resolution B (Reduction
of Share Capital) set out in the notice of the Annual General Meeting is conditional
upon the passing of:
(i) Extraordinary Resolution Numbered I to he put to each Class Meeting;
(ii)Extraordinary Resolution Numbered 2 to be put to each Class Meeting; and
(iii) Resolution 7 (Purchase of Own Shares) to be put to the Annual Ceneral Meeting.
ACTION TO BE TAKEN BY SHAREHOI,I)!]RS
Enclosed with this letter are Form(s) of Proxy for use at the Class Meetings referred to above
and at the Annual General Meeting itself. Please complete, sign and return the appropriate
Form(s) of Proxy as soon as possible in accordance with the instructions printed thereon,
whether or not you intend to be present at the relevant MeetinS(s).
The appropriate Forms of Proxy are as follows:
Orange-lbr use by holders of i3.5 per cent. Preference Shares at the separate Meeting of
such holders.
Grey-for use by holders of 7 per cent. Convertible Sharcs at the separate Meeting of such
holders.
White-for use by holders of 3.5 per cent. Preference Shares, 7 per cent. Convertible
Shares and Ordinary Shares at the Annual Ceneral Meeting ofthe Company.
'fhe quorum required for the separate Meetings of the holders ofthe 3.5 per cent.
Preference Shares and of the 7 per cent. Convertible Shares is Members holding or
representing by proxy one-third in nominal amounl ofthe relevant classes of issued Shares.
lf the necessary quorum is not present then the relevant Meeting will stand adjourned to the
same day in the following week at the same time and place. [f at any adjourned Class
Meeting such a quorum is not present, those holders of such class of shares who are present
in person or by proxy shall be a quorum.
Shareholders are strongly urged to complete th€ appropriate Form(s) of Proxy and
return them to the Company's Registrar, National Westminster Bank PLC,
Registrar's Department, Caxton House, Redcliffe Way, Bristol BS99 ?NH so as to
arrive not later than 48 hours before the time fixed for the relevant Meeting.