Untitled - David Kronemyer

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'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: - - 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.
The return of the appropriate Form of Proxy will not prevent a shareholder from attending the relevant Meeting and voting in person if he/she is entitled to do so and so wishes. DOCUMENTS FOR INSPECTION Copies ofthe following documents will be available for inspection at the offices of Rowe & Maw, 20 Black l'riars Lane, tondon EC4V 6HD at any time during usual business hours on any weekday (Saturdays and public holidays excepted) up to and including the day of the Annual General Meeting: (a) the Memorandum and Articles of Association of the Company; (b) the published accounts of the Company and its subsidiaries for the two years ended 3l March, 1988; (c) lnstrument by way of Deed Poll executed by Banque Indosuez, Luxembourg and dated l4 January, 1987 pursuant to which the Warrants to subscribe for Ordinary Shares forming part ofthe issue oftheT3/eper cent. Bonds due 1992 are constituted; (d) copies of the existing Rules of the Savings-Related Share Option Scheme and the 1984 Executive Share Option Scheme and of the Rules of each such Scheme as proposed to be amended; and (e) letters ofconsent from Hambros Bank Limited and Rowe & Pitman Ltd. referred to in the Appendix in Section 3 on page 8. RECOMMENDATI0N Your Directors believe that the proposals described in this document are in the best interests of the Company and its shareholders. Accordingly, they unanirnously recommend you to vote in favour of the resolutions to be proposed at the Meetings as they intend to do in respect of their own shareholdings. Yours faithfully, Sir Graham Wilkins Chairman
Page 3 and 4:
Tirrnover lrom continuing operation
Page 7 and 8:
THORN EMI is a rad :ally duutgerl b
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single purchasers of consumer elect
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e seen, all key measures of perform
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Fadio Benla s a.d the DER, MultiBro
Page 16 and 17:
successfully in the Ottawa and Toro
Page 18 and 19:
successfully in the Ottawa and Toro
Page 20 and 21:
THoRN EMI ELECTRONICS, With divisio
Page 22 and 23:
Before the year-end, THORN EMI Elec
Page 24 and 25:
Before the year-end, THORN EMI Elec
Page 26 and 27:
to seclrily syslems and spe. a sed
Page 28 and 29: increase of I per cent. THORN EMI G
Page 31 and 32: ARTISTS, STUDIOS. RECORD MANUFACTUR
Page 33 and 34: INTERNATIoNAL, EMI Australia's subs
Page 37 and 38: A MAJOR INTERNATIONAL FORCE PROVIDI
Page 39 and 40: PRoDUCTS: A threefold increase in t
Page 43 and 44: The Directors submit their annual r
Page 45 and 46: FIXEI] ASSETS The Directors are of
Page 47 and 48: REPORT OF THE AUDTTORS TO THE MEMBE
Page 49 and 50: Tirrnover Coet of sales Gross proli
Page 51 and 52: Total frrnds from operatione
Page 53 and 54: Operating profit is stated after ch
Page 55 and 56: Employee costs, including Directors
Page 57 and 58: Investments comP 6e: Subsidiary com
Page 59 and 60: Tiade debtors: Due urithin one year
Page 61 and 62: Between one and two years Between t
Page 63 and 64: Authorised Ordinary Shares of 25p
Page 65 and 66: fuising on acquisition of Rent-A-Ce
Page 67 and 68: 24. PENSION ARNANGEMf,NTS A signifi
Page 69 and 70: Erecutive Committe€ uK Fentrr and
Page 71 and 72: Non'execllve D reclor s ncel984 whe
Page 75 and 76: THORN EMI plc Annual General Meetin
Page 77: 3. REDUCTION OF SHARE CAPITAL The 4
Page 81 and 82: Taxation Consequences (i) Sharehold
Page 83 and 84: (i) Overall Scheme Limits Ir is pro
Page 85 and 86: NOTICE OI' MEETINC OF THE HOLDERS O
Page 87 and 88: (ii) the allotment (otherwise than
Page 89: Clause 5(a) to be replaced by the f
Page 92 and 93: In certain circumstances, where an
Page 94 and 95: Efl NAORDINARY RESOLUTION THAT this
Page 97 and 98: THIS DocuMEN'I Is IMPORTANT AND Rxe
Page 99 and 100: M€€tings You will find attached
Page 101: THORN EMI plc NOTICE OF EXTRAORDINA
Page 104 and 105: . TERMS Ordinary Shareholders who w
Page 106: Il you do not specily in the Notice
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Untitled - David Kronemyer

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