Untitled - David Kronemyer

NOTICE OF
ANNUAL GENI]RAL MEETINC
Notice is hereby given that the Annual General Meeting ofTHORN EMI plc will be held in
the London Marriott Hotel, 10 Grosvenor Square, London Wl, on Thursday, 8 September,
l9B8 at I1.30 am for the following purposes:
l, To receive and consider the Report of the Directors and Statement of Accounts for the
year ended 3l March, 1988.
2. To declare a final dividend on the Ordinarry Shares.
3. To re-elect Directors.
4, To appoint auditors and to authorise the Directors to fix their remuneration.
5. To consider and, if thought lit, to pass the following Resolution which will be proposed as
an Ordinary Resolution:
ORDINARY RESOLUTION
THAT: (i) the Directors be and they are hereby generally and unconditionally authorised for
the purpose of Section 80 of the Companies Act 1985 (in lieu of the authority granted on
l0 September, I987 which is hereby revoked) to allot relevant securities (as defined in that
Act)up to a maximum nominal amount equal to the authorised share capital ofthe Company
remaining unissued at the date of this Resolution to such persons and upon such terms and
conditions as they may determine (subject to the Arlicles of Association ofthe Company)
during the period expiring at the conclusion of the Annual General Meeting of the Company
to be held in 1989 unless such power is renewed prior to such time; and
(ii) the Company may at any time prior to the expiration of such authority make an offer
or agreement which would or might require relevant securities to be allotted purcuant thereto
after expiration of such authority.
6. 'l'o consider and, ifthought fit, to pass lhe following Resolution, which will be proposed
as a Special Resolution:
SPECIAL RESOLUTION
THAT, subject to the passing of Ordinary Resolution 5 above the Directors be and they are
hereby empowered pursuant to Section 95 of the Companies Act I985 to allot equity
securities (within the meaning of Section 94 of that Act) pursuant to the authority conferred
by the said Resolution as if Section 89(1) of that Act did not apply to any such allotment,
provided that this power shall be limited to:
(i) the allotment of equity securities in connection with any rights issues in favour of
Ordinary Shareholders on the register of members at such record dale or dates as the
Directors may determine for the purpose ofthe issue, where the equity securities
respectively attributable to the interests of all Ordinary Shareholders are proportionate
(as nearly as may be) to the respective numbers of Ordinary Shares held by them at any such
record date or dates so determined, provided that the Directors may make such
arrangements in respect ofoverseas shareholders and in respect of fractional entitlements as
they consider necessary or convenient; and