Views
3 years ago

micro focus international plc notice of general ... - Investor Relations

micro focus international plc notice of general ... - Investor Relations

c107129pu030

c107129pu030 Proof 4: 3.9.12_18:18 B/L Revision:Explanatory NotesFor the purposes of resolution 2 ‘Relevant Securities’ means;1. shares in the Company other than shares allotted pursuant to:(A)(B)(C)an employees’ share scheme (as defined by section 1166 of the Act);a right to subscribe for shares in the Company where the grant of the right itselfconstituted a Relevant Security; ora right to convert securities into shares in the Company where the grant of the right itselfconstituted a Relevant Security; and2. any right to subscribe for or to convert any security into shares in the Company other thanrights to subscribe for or convert any security into shares allotted pursuant to an employees’share scheme (as defined by section 1166 of the Act). References to the allotment of RelevantSecurities in the resolution include the grant of such rights.Registered officeMicro Focus International plcThe Lawn22-30 Old Bath Road NewburyBerkshire RG14 1QN United KingdomRegistered in England Number: 05134647Notes:By Order of the Board.Jane SmithardCompany Secretary4 September 20121. A Shareholder is entitled to appoint a proxy to exercise all or any of their rights to attend andto speak and vote on their behalf at the General Meeting. A Shareholder may appoint morethan one proxy in relation to the General Meeting provided that each proxy is appointed toexercise the rights attached to a different share or shares held by that shareholder. A proxyneed not be a Shareholder of the Company. A Form of Proxy which may be used to make suchappointment and give proxy instructions accompanies this Notice of General Meeting. In orderto be valid an appointment of proxy must be returned by post, by courier or by hand to theCompany’s Registrars, Equiniti Limited, Aspect House, Spencer Road, Lancing, West SussexBN99 6DA, United Kingdom, and must be received by 1.30p.m. (UK time) on 24 September2012, or if the General Meeting is adjourned, 48 hours prior to the adjourned meeting. A proxymay also be appointed electronically and further details are set out at Note 2 and Note 7below. Appointment of a proxy does not preclude a Shareholder from attending the GeneralMeeting and voting in person. If you do not have a Form of Proxy and believe that you shouldhave one, or if you require additional forms, please contact the Company’s Registrars, Equinition 0871 384 2873 (calls to this number cost 8 pence per minute from a BT landline, otherproviders’ costs may vary) or +44 121 415 0164 from outside the UK. Lines are open from 8.30a.m. to 5.30 p.m. (Monday to Friday).2. To appoint a proxy electronically log on to the Company’s Registrars’ website atwww.sharevote.co.uk. Shareholders will need their Voting ID, Task ID and ShareholderReference Number, printed on the face of the accompanying Form of Proxy. Full details of theprocedures are given on the website. Alternatively, if you have already registered with theRegistrars’ online portfolio service, Shareview, you can submit your proxy by logging on toyour portfolio at www.shareview.co.uk and clicking on ‘Company Meetings’. Instructions aregiven on the website. If you are a member of CREST, you may use the CREST electronicappointment service, details of which are set out at Note 7. Any person to whom this Notice issent who is a person nominated under section 146 of the Act to enjoy information rights (a‘‘Nominated Person’’) may, under an agreement between him/her and the Shareholder by whomhe/she was nominated, have a right to be appointed (or to have someone else appointed) as aproxy for the General Meeting. If a Nominated Person has no such proxy appointment right ordoes not wish to exercise it, he/she may, under any such agreement, have a right to giveinstructions to the Shareholder as to the exercise of voting rights.60

c107129pu030 Proof 4: 3.9.12_18:18 B/L Revision:3. The statement of the rights of Shareholders in relation to the appointment of proxies in Note 1above does not apply to Nominated Persons. Such rights can only be exercised by Shareholdersof the Company.4. A Shareholder has a right to put to the Directors any questions relating to the business to bedealt with at the General Meeting and subject to the exemptions under section 319A of the Actthe Company must answer any such questions.5. The Company, pursuant to the Uncertificated Securities Regulations 2001, specifies that onlythose Shareholders on the register of members as at 6.00 p.m. (UK time) on 24 September 2012shall be entitled to attend or vote at the General Meeting in respect of the number of sharesregistered in their names at that time (or, in the event of any adjournment, at 6.00 p.m. (UKtime) on the day which is two days before the day of the adjourned meeting). Changes toentries on the ordinary register after 6.00 p.m. (UK time) on 24 September 2012 shall bedisregarded in determining the right of any person to attend or vote at the General Meeting(unless the General Meeting is adjourned in which case the previous provisions of this Note 5apply).6. As at 31 August 2012 (being the last practicable business day prior to the publication of thisNotice) the Company’s issued share capital consists of 181,605,229 Ordinary Shares, carryingone vote each. As at 31 August 2012 the Company holds 17,673,842 New Ordinary Shares intreasury. Therefore, after excluding treasury shares, the total number of voting rights in theCompany as at 31 August 2012 are 163,931,387.7. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxyappointment service may do so by using the procedures described in the CREST Manual.CREST Personal Members or other CREST sponsored members, and those CREST memberswho have appointed a service provider(s), should refer to their CREST sponsor or voting serviceprovider(s), who will be able to take the appropriate action on their behalf. In order for aproxy appointment or instruction made using the CREST service to be valid, the appropriateCREST message (a CREST Proxy Instruction) must be properly authenticated in accordancewith Euroclear UK & Ireland Limited’s specifications, and must contain the informationrequired for such instruction, as described in the CREST Manual (available viawww.euroclear.com/CREST). The message, regardless of whether it constitutes the appointmentof a proxy or is an amendment to the instruction given to a previously appointed proxy must,in order to be valid, be transmitted so as to be received by the issuer’s agent (ID RA19) by 1.30p.m. on 24 September 2012. For this purpose, the time of receipt will be taken to be the time(as determined by the timestamp applied to the message by the CREST Application Host) fromwhich the issuer’s agent is able to retrieve the message by enquiry to CREST in the mannerprescribed by CREST. After this time any change of instructions to proxies appointed throughCREST should be communicated to the appointee through other means.8. CREST members and, where applicable, their CREST sponsors, or voting service providersshould note that Euroclear UK & Ireland Limited does not make available special procedures inCREST for any particular message. Normal system timings and limitations will, therefore, applyin relation to the input of CREST Proxy Instructions. It is the responsibility of the CRESTmember concerned to take (or, if the CREST member is a CREST personal member, orsponsored member, or has appointed a voting service provider, to procure that his CRESTsponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that amessage is transmitted by means of the CREST system by any particular time. In thisconnection, CREST members and, where applicable, their CREST sponsors or voting systemproviders are referred, in particular, to those sections of the CREST Manual concerningpractical limitations of the CREST system and timings. The Company may treat as invalid aCREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of theUncertificated Securities Regulations 2001.9. If all shares have been sold or transferred by the addressee, this Notice and any other relevantdocuments should be passed to the person through whom the sale or transfer was effected fortransmission to the purchaser or transferee.10. A copy of this Circular including the Notice of General Meeting can be found on theCompany’s website, www.microfocus.com, free of charge.61

Micro Focus Annual Report and Accounts 2009 - Investor Relations
2007. Annual report - Investor Relations - Micro Focus
Notice of AGM – 2012 - Premier Asset Management
Tullow Oil plc - Notice of General Meeting
Whitbread PLC Notice of Annual General Meeting 2007 - Hemscott IR
2012 Annual Report - Investor Relations - Regal Hotels International
Annual Report 2007 - Investor Relations - Deutsche Wohnen
financial results. - Investor Relations - d'Amico International Shipping
financial results. - Investor Relations - d'Amico International Shipping
Leading International Property Advisers - Investor relations - Savills
CONTENTS - Biosensors International Group, Ltd. - Investor Relations
Savills plc Annual Report and Accounts 2009 - Investor relations
Savills plc 2012 Annual Report - (PDF) - Investor relations
Notice of Annual General Meeting 2013 - Dialight
Download the Notice of Annual General Meeting ... - Tullow Oil plc
2012 Interim Report - Investor Relations - Regal Hotels International
2012 Annual Report - Investor Relations - Regal Hotels International
Interim Report 2008 - Investor Relations - Regal Hotels International
Annual Report 2009 - Investor Relations - Regal Hotels International
d'Amico International Shipping S.A. - Investor Relations
Savills plc Half Year Report 2010 - Investor relations
NoTiCe of ANNuAL GeNerAL MeeTiNG 2013 - The Weir Group
Download the Notice of Annual General Meeting ... - Tullow Oil plc