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Notice is hereby given that the fourth Annual General Meeting of MSB International PLC (‘the Company’) will be held at 25 Copthall Avenue, London EC2R 7DR on 26 May 2000 at 10 am for the following purposes:-
Ordinary Business
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1
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To consider and, if thought fit, adopt the accounts of the Company for the year ended 31 January 2000 and the Reports of the Directors and Auditors thereon.
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2
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To declare a final dividend of 8.3 pence per Ordinary Share.
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3
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To re-elect as Director Robert Henry Gunlack who retires by rotation pursuant to Article 13.
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4
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To re-elect as Director John Alfred Bateman who was appointed since the last Annual General Meeting.
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5
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To elect PricewaterhouseCoopers as auditors to hold office until the conclusion of the next General Meeting of the Company before which accounts are laid.
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6
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To authorise the Directors to determine the remuneration of the Auditors.
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Special Business
To consider and, if thought fit, pass the following resolutions, which will be proposed as Ordinary or Special Resolutions as indicated below:
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7
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That the Directors be and are hereby generally and unconditionally authorised and empowered, for the purposes of section 80 of the Companies Act 1985, to exercise all powers of the Company to allot relevant securities (as defined in the said section 80) up to an aggregate nominal amount of £340,174 provided that this authority shall expire on the earlier of 15 months from the date of this resolution and the conclusion of the next Annual General Meeting of the Company, save that the Company may, before such expiry, make offers or agreements which would or might require relevant securities to be allotted after such expiry and the Directors may allot relevant securities in pursuance of such offers or agreements as if the authority conferred hereby had not expired.
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Special Resolution
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8
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That, subject to the passing of resolution 8 set out in the Notice of this Meeting, the Directors be and are hereby empowered pursuant to section 95 (1) of the Companies Act 1985 to allot equity securities (within the meaning of section 94 of the Companies Act 1985) for cash pursuant to the authority conferred by the said resolution 8 as if section 89 (1) of the Companies Act 1985 did not apply to any such allotment provided that this power shall be limited:-
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i
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to the allotment of equity securities in connection with a rights issue in favour of ordinary shareholders 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 (but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient to deal with problems under the laws of any territory or the requirements of any regulatory body or any stock exchange in any territory or in connection with fractional entitlements or shares represented by depository receipts or otherwise howsoever); and
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ii
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to the allotment (otherwise than pursuant to sub-paragraph (I) above) of equity securities but up to an aggregate nominal value of £51,026 and shall expire on the earlier of 15 months from the date of this resolution and the conclusion of the next Annual General Meeting of the Company, save that the Company may, before such expiry, make offers or agreements which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of such offers or agreements as if the power conferred hereby had not expired.
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Notes
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(1)
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A member entitled to attend and vote at the meeting convened by this notice is entitled to appoint one or more proxies to attend and, on a poll, to vote in his stead. A proxy need not be a member of the Company.
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(2)
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Forms of proxy are provided and to be valid must be lodged with the Company’s registrars, IRG PLC, not less than 48 hours
before the time appointed for the holding of the meeting.
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(3)
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There will be available for inspection at the registered office of the Company during usual business hours on any weekday (Saturdays and public holidays excepted) from the date of this notice until the date of the Annual General Meeting, and at the place of the meeting for 15 minutes prior to and during the meeting:
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(a)
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the register of Directors’ interests in shares of the Company kept in accordance with Section 325 of the Companies Act
1985; and
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(b)
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copies of the contracts of service between the Directors and the Company or any of its subsidiaries (other than contracts expiring or determinable by the Company without compensation within one year).
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Explanatory Notes
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(a)
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Section 80 of the Companies 1985 (‘The Act’) requires Shareholders’ authority for the Directors to allot that unissued share capital of the Company or convertible securities other than shares which may be allotted under the employee share option schemes previously approved by Shareholders. Such authority may be granted for a period of no more than five years. The existing authority under Section 80, given by Shareholders to the Directors at the Annual General Meeting held on 28 May 1999, is in respect of unissued Ordinary shares having a nominal value of £339,863 representing one third of the nominal amount of the issued share capital at that time, and is due for renewal at the Annual General Meeting. The Directors consider that this authority should be renewed in respect of unissued Ordinary Shares. The corresponding figure for this resolution is £340,174.
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(b)
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In the case of a new allotment of shares or convertible securities for cash, section 89 of the Act grants pre-emption rights to existing Shareholders. The London Stock Exchange does not require the consent of Shareholders to each specific allotment (made other than to existing Shareholders on a proportional basis) provided that the authority of Shareholders, which may be given under section 95 of the Act, to disapply generally the provisions of section 89 is obtained. Accordingly, the Directors consider that is is in the best interests of the Company for the existing section 95 authority granted by Shareholders on 28 May 1999 to be renewed for a period expiring at the next Annual General Meeting or on 25 August 2001 whichever is earlier. It is proposed that the waiver will be limited by value to 5% of the issued ordinary share capital and will apply to equity securities having a nominal value of £51,026. This proposal is consistent with the guidelines approved in October 1987 by the Investment `Committees of the Association of British Insurers and the National Association of Pension Funds. If this approval is granted your Directors would, in implementing it, have regard to the additional guidelines which indicate that issues of equity securities for cash (other than by way of rights) should not, in any rolling three-year period, exceed 7.5% of the issued ordinary share capital.
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