Untitled - David Kronemyer

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divided into 7.3,790,4i36 7 per cent. Convenible [ledeemable Second Cumulative Preference Shares IV)2199 of !,1 each and 284,838,256 Ordinary Shares of 25p each, and that such reduction be effectetl by cancelling and extinguishing the 460,000 3.5 per cent. Curnulative Prelerence Shares ofJI each all ofwhich have been issued and are fully paid up and returning to the holders of such Shares a sum equal to 78p per Share (and no more.) of the capital paid up on such shares and any arrears and accmals of the fixed dividend thereon. 9. To consider and, ifthought fir, to pass the following Resolution, which will be proposed as an Ordinary Resolution: ORDINARY RT]SOI,UTION THAT, the l)irectors be and they are hereby authorised to exercise the power contained in Article 137(B) ofthe Articles ofAssociation ofthe Company so that to the extent and in the manner determined by the Directors the holders of the Ordinary Shares of 25p each be permitted to elect to receive new Ordinary Shares of25p each in the capital ofthe Company, credited as fully paid, instead of any declared dividend of the Company in respect of the accountinpJ reference period ending on 3I March, 1989. 10. To consider and, ifthought fit, to pass the following Resolution, which will be proposed as an Ordinary Resolution: ORDINARY RESOI,I]TION THA'l': (i) the Directors be and they are hereby authorised to amend the rules of the Savings- Related Share Option Scheme approved at the Extraordinary General Meeting held on l0 September, 1982 (as subsequently amended) as follows, but subject to such alterations thereto as may be required bv the lnland Revenue so that the said Scheme, as amended, shall continue to be approved under Schedule 9 to the Income and Corporation Taxes Act 1988: Rule 3 to be replaced by the lbllowing: "'fhe Directors shall determine how many Shares shall be made available in any year lor this Scheme but such number shall not exceed the following limits: (a) the number of Shares in respect of which Options to subscribe may be granted on any day, when aggregated with the number of Shares previously issued under this Scheme and remaining issuable under this Scheme inrmediately prior to that day, shall not exceed 27,600,000 provided that such figure may be adjusted as appropriate (subject to the Auditors conlirming in writing that in their opinion such adjustment is fair and reasonable) to take account of any capitalisation, rights issues, consolidation or sub-division affecting Shares or any reduction of the ordinary share capital ofthe Company; and (b) the number of Shares in respect of which Options to subscribe may be granted on any day, when aggregated with the number of Shares previously issued or remaining issuable under this Scheme or any other share option scheme operated by the Company as a result of rights to subscribe for Shares granted within the period of ten years immediately prior to that day, shall not exceed l0 per cent. of the number of the Company's ordinary shares in issue immediately prior to that day." (ii) the Directors be and they are hereby authorised to amend rhe rules ofthe 1984 Executive Share Option Seheme approved at the Extraordinary General Meeting held on l4 September, 1984 (as subsequently amended) as follows, but subject to such alterations thereto as may be required by the Inland Revenue so that the said Scheme, as amended, shall continue to be approved under Schedule 9 to the Income and Corporation Taxes Act l9{313:
Clause 5(a) to be replaced by the following: "(a) Subject to the provisions of Clause 5(d) hereof, the number oI Ordinary Shares in respect of which Options to subscribe may be granted on any day, when aggregated with the number of Ordinary Shares previously issued under this Scheme or remaining issuable under this Scheme immediately prior to that day shall not exceed 27,6fi),0O0. (b) The number of Ordinary Shares in respect ofwhich Options to subscribe may be granted on any day, when aggregated with the number of Ordinary Shares previously issued or then remaining issuable under this Scheme or any other share option scheme operated by the Company as a result of rights to subscribe for Ordinary Shares granted within the period of ten years immediately prior to that day, shall not exceed l0 per cent. of the number of the Company's Ordinary Shares in issue immediately prior to that day. (c) The number of Ordinary Shares in respect of which Options to subscribe may be granted on any day, when aggregated with the number of any Ordinary Shares previously issued or then remaining issuable under this Scheme or any other share option scheme operated by the Company (other than a savings related share option scheme) as a result of rights to subscribe for Ordinary Shares p;ranted within the period of ten years immediately prior to that day, shall not exceed 5 per cent, of the number of the Company's Ordinary Shares in issue immediately prior to that day." Clause 5(b) to be redesignated as Clause 5(d). In Clause 7(a), after the words "Schedule 9)," the following to be added: "but excluding any amount applied by him in the exercise of such options". BY ORDER OF THE BOARD Robin Charlton Secretary lB July, l98B Fegistered Office: 4 Tenterden Street Registered in England No.229231 NOTES (a) Any Memberoilhe Company entlled to attend and vole atlhe l\reeting may appointone or more proxlestoatlend and, on a poll, to vote on his/her behall A proxy need nol be a Member Forms oi proxy shou d be lodged with lhe Company s Beg slrar nol later lhan 48 hours belore lhetime forwh ch the l,{eeling is convened (b) The Repon and Accounls are circu aled toa lMembers olthe Companyandto hoiders olthe Unsecured Loan Slocks, bul on y Members holding 3 5 percent. Cumulative Preference Shares, 7 percenl Convert ble Redeemabe Second Cumulalive PreJerence Shares 1992/99 or Ordinary Shares are entil ed lo attend and vote at the Meeting (c) l,4embers are inlormed that a register oi ail lransact ons oi each Direclorand hislamily in each c ass ofshare capitaiotthe Company and its subsidiares and a copy of any Directoas Service Agreemenl are available lor inspection at the Registered Otlice ol the Com pany during norma business hours on any weekday (Satu rdays and public hol days excepled) and will be availableatthe Meeting and lorat leaslliileen minutes priortolhe commencement ol lhe Meel ng Printed by Balding & MansellCityLtd.
Page 3 and 4:
Tirrnover lrom continuing operation
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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
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successfully in the Ottawa and Toro
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successfully in the Ottawa and Toro
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THoRN EMI ELECTRONICS, With divisio
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Before the year-end, THORN EMI Elec
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Before the year-end, THORN EMI Elec
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to seclrily syslems and spe. a sed
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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 and 78: 3. REDUCTION OF SHARE CAPITAL The 4
Page 79 and 80: The return of the appropriate Form
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: (ii) the allotment (otherwise than
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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