Henderson Strata Investments plc - Henderson Global Investors

38 Henderson Strata Investments plc Report & Accounts 2006
Notice of Annual General Meeting
Notice is hereby given that the twenty-first Annual General
Meeting of Henderson Strata Investments plc will be held
at 4 Broadgate, London EC2M 2DA on Thursday
15 February 2007 at 2.00 pm for the transaction of
the following:
Ordinary Business
1 To receive the report of the directors and the audited
accounts for the year ended 31 October 2006.
2 To approve the directors’ remuneration report for the
year ended 31 October 2006.
3 To re-elect Mr R W Smith as a director of the Company.
4 To re-elect Mr G B Burnett as a director of the Company.
5 To re-elect Mr R D H Bryce as a director of the Company.
6 To re-appoint PricewaterhouseCoopers LLP as auditors
to the Company.
7 To authorise the directors to determine the
remuneration of the auditors.
Special Business
To consider and, if thought fit, pass the following resolutions:
as an Ordinary Resolution
8 THAT the Board be and it is hereby generally and
unconditionally authorised to exercise all powers of the
Company to allot relevant securities (within the
meaning of section 80 of the Companies Act 1985) up
to an aggregate nominal amount of £102,603 (being
5% of the issued share capital, excluding shares held in
treasury, at 14 December 2006) PROVIDED THAT this
authority shall expire at the conclusion of the next
annual general meeting of the Company after the
passing of this resolution save that the Company may
before such expiry make an offer or agreement which
would or might require relevant securities to be allotted
after such expiry and the Board may allot relevant
securities in pursuance of such an offer or agreement
as if the authority conferred hereby had not expired.
as a Special Resolution
9 THAT, subject to resolution 8 being passed, the Board
be and it is hereby empowered pursuant to section 95
of the Companies Act 1985 to allot equity securities
(within the meaning of section 94 of the said Act),
and/or where such allotment constitutes an allotment
of equity securities by virtue of section 94(3A) of the
said Act, for cash pursuant to the authority conferred
by resolution 8 as if sub-section (1) of section 89 of the
said Act did not apply to any such allotment,
PROVIDED THAT this power shall be limited:
(a) to the allotment of equity securities whether by way
of a rights issue, open offer or otherwise in favour of
ordinary shareholders where the equity securities
respectively attributable to the interests of all ordinary
shareholders are proportionate to the respective
numbers of ordinary shares held by them subject to
such exclusions or other arrangements as the Board
may deem necessary or expedient in relation to
fractional entitlements or local or practical problems
under the laws of, or the requirements of, any
regulatory body or any stock exchange in any territory
or otherwise howsoever;
(b) to the allotment (otherwise than pursuant to
sub-paragraph (a) above) of equity securities up to an
aggregate nominal value of £102,603 (being 5% of
the issued ordinary share capital, excluding shares held
in treasury, at 14 December 2006); and
(c) to the allotment of equity securities at a price of no
less than net asset value per share;
and shall expire at the conclusion of the next annual
general meeting of the Company after the passing of
this resolution save that the Company may before such
expiry make an offer or agreement which would or
might require equity securities to be allotted after such
expiry and the Board may allot equity securities in
pursuance of such an offer or agreement as if the
power conferred hereby had not expired.