Annual report and financial statements - NVM Private Equity Ltd.

Notice of Annual General MeetingNotice is hereby given that the eighth annualgeneral meeting of Northern Venture Trust PLC willbe held in the Trevor Bennett Room, St James’ Park,Newcastle upon Tyne at 11.30am on Friday12 December 2003 for the following purposes:As ordinary business1. To receive the financial statements for the yearended 30 September 2003 and the directors’ andindependent auditors’ reports thereon.2. To declare a final dividend of 4.3p per share inrespect of the year ended 30 September 2003.3. To approve the directors’ remuneration report inrespect of the year ended 30 September 2003.4. To re-elect as a director Mr J R Hustler whoretires by rotation in accordance with the Articlesof Association and offers himself for re-election.5 To re-elect as a director Mr R S Peters who retiresby rotation in accordance with the Articles ofAssociation and offers himself for re-election.6 To re-appoint KPMG Audit Plc as independentauditors of the company and to authorise thedirectors to fix their remuneration.7 To transact any other ordinary business of thecompany.As special businessTo consider and, if thought fit, to pass the followingresolution as an ordinary resolution:8. “That, in substitution for and to the exclusion ofany power previously conferred on the directorsin this regard, the directors be generally andunconditionally authorised for the purpose ofSection 80 of the Companies Act 1985 toexercise all the powers of the company to allotrelevant securities (within the meaning ofSection 80(2) of that Act) up to an aggregatenominal amount of £2,578,114 provided that:(a) except as provided in paragraph (b) below,this authority shall expire five years after thedate of this resolution, but may bepreviously revoked or varied by an ordinaryresolution of the company; and(b) the company may before such expiry make anoffer or agreement which would or mightrequire relevant securities to be allotted aftersuch expiry and the directors may allotrelevant securities in pursuance of such offer oragreement notwithstanding that the authorityconferred by this resolution has expired.”To consider and, if thought fit, to pass the followingresolution as a special resolution:9. “That, in substitution for and to the exclusion ofany power previously conferred upon the directorsin this regard, the directors be and they are herebyempowered to allot equity securities (as defined inSection 94(2) of the Companies Act 1985)pursuant to the authority conferred by Resolution8 above as if Section 89(1) of that Act did notapply to any such allotment provided that suchpower shall be limited:(a) to the allotment of equity securities inconnection with a rights issue or other offerof securities in favour of ordinaryshareholders where the equity securitiesrespectively attributable to the interests of allordinary shareholders are proportionate (asnearly as may be) to the respective numbersof ordinary shares held by them at a fixedrecord date (but subject to such exclusions orother arrangements as the directors maydeem necessary or expedient in relation tofractional entitlements or legal or practicalproblems under the laws of or therequirements of any recognised regulatorybody or any stock exchange in any territory);(b) to the allotment of equity securities pursuantto the exercise of options granted on or priorto the date hereof; and(c) to the allotment (otherwise than pursuant toparagraph (a) or (b) above) of equitysecurities up to an aggregate nominal valueof £992,188;and shall expire on the conclusion of the nextannual general meeting of the company after thepassing of this resolution or, if earlier, on theexpiry of 15 months from the passing of thisPAGE 36 Northern Venture Trust PLC Annual Report and Accounts 2003