Filtronic Regulatory News (FTC)

10 Aug 2007 12:15

Filtronic PLC10 August 2007 Notice of Annual General Meeting of Filtronic plc Notice is hereby given that the 2007 annual general meeting of Filtronic plc ('the company') will be held at Weetwood Hall, Otley Road, Leeds, LS16 5PS onFriday 21 September 2007 at 10.30 am for the following purposes: Ordinary business 1. To receive the financial statements and the reports of the directors and theauditor for the year ended 31 May 2007. 2. To re-elect Professor Stephen Burbank as director. 3. To re-elect Ian Hardington as director. 4. To re-appoint KPMG Audit Plc as auditor of the company and to authorise thedirectors to determine the auditor's remuneration. Special business To transact any other ordinary business of an annual general meeting and asspecial business to consider and if thought fit, pass the following resolutionsof which resolutions 5, 6, and 7 will be proposed as ordinary resolutions andresolutions 8 and 9 as special resolutions. 5. To approve the remuneration report and receive the auditor's report on theauditable part of that report. 6. That pursuant to Section 80(1) of the Companies Act 1985 ('the Act'), the directorsbe and they are hereby generally and unconditionally authorised to exercise allthe powers of the company to allot relevant securities (as defined in Section 80(2) of the Act) to an aggregate nominal amount equal to whichever is the lesserof: 6.1 one third of the nominal value of the issued ordinary share capital of thecompany at the date of this notice; or 6.2 the authorised but unissued ordinary share capital of the company: provided that this authority unless renewed shall expire on the earlier of thedate falling five years after the date ofthis resolution and the annual generalmeeting of the company to be held in the year 2012, save that the company maybefore such expiry make an offer or agreement which would or might requirerelevant securities to be allotted after such expiry and the directors may allotthe relevant securities in pursuance of such offer or agreement as if theauthority conferred hereby had not expired and all authorities and powersconferred prior to the date of this meeting in accordance with or pursuant toSection 80(1) of the Act be and they are hereby revoked, such revocation not tohave a retrospective effect. 7. That the directors be and they are authorised to offer the holders of andpersons entitled by transmission to, 10p ordinary shares, the right to elect toreceive in respect of all or part of their holdings of 10p ordinary shares,additional ordinary shares, credited as fully paid up, instead of cash inaccordance with the provisions of the company's Articles of Association (asamended from time to time) in respect of any or all dividends declared withinthe period beginning on the day following the date of this resolution and endingat the conclusion of the annual general meeting of the company to be held in theyear 2012. 8. That (conditionally upon the passing of resolution 6 above) in substitutionfor any existing power the directors be and they are empowered until the datewhich is 15 months from the date when this resolution becomes unconditional orthe conclusion of the next annual general meeting of the company (whichever isthe earlier) pursuant to Section 95 of the Act, to allot equity securities (asdefined in Section 94(2) of the Act) for cash as if Section 89(1) of the Act didnot apply to any such allotments provided that such a power should be limitedto: 8.1 the allotment of equity securities in connection with an offer of equitysecurities open for acceptance for a period fixed by the directors to theholders of ordinary shares of 10p each on the register on a date fixed by thedirectors in proportion (as nearly as may be) to their respective holdings ofsuch ordinary shares of 10p each or in accordance with the rights attachedthereto (but subject to such exclusions or other arrangements that the directorsmay deem necessary or expedient to deal with legal or practical problems underor resulting from the application or apparent application of the laws of anyterritory or the requirements of any regulatory body or any Stock Exchange inany territory in connection with fractional entitlements or otherwisehowsoever); and 8.2 (otherwise than pursuant to 8.1 above) the allotment of equity securitiesfor cash up to an aggregate nominal value of £371,615 but so that such powershall allow the company to make an offer or enter into an agreement before theexpiry of such power which would or might require equity securities to beallotted after the expiry of such power and the directors may allot equitysecurities in pursuance of any such offer or agreement as if the power conferredby this resolution had not expired. 9. That the company may serve any notice or send or supply any other document orinformation to a member by making the notice, document or information availableon a website. Registered office: Filtronic plcAiredale HouseAcorn ParkCharlestown By order of the BoardShipleyWest Yorkshire M MoynihanBD17 7SW Company Secretary 23 July 2007 Notes: Copies of the directors' service contracts with the company will be availablefor inspection at the registered office during normal business hours on anyweekday from the date of this notice until the date of the annual generalmeeting and at Weetwood Hall, Otley Road, Leeds, LS16 5PS from 8.30 am on Friday21 September 2007 until the conclusion of the meeting. A person entitled to attend and vote at the meeting may appoint one or moreproxies to attend and on a poll vote at the meeting instead of him. The proxyneed not be a member of the company and the appointment of such a proxy does notpreclude the member from subsequently attending the meeting. To be effective aform of proxy must be completed, signed and lodged with the registrars at ProxyProcessing Centre, Telford Road, Bicester, OX26 4LD not less than 48 hoursbefore the time appointed for the meeting. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, thecompany specifies that only those shareholders registered in the relevantregister of members of the company at the close of business on 19 September 2007shall be entitled to attend or vote at the annual general meeting (or, if thatmeeting is adjourned to a later date, at the close of business on the second dayprior to the date fixed for that adjourned meeting). Unless the meeting isadjourned to a later date, changes to entries on the register of members afterthe close of business on 19 September 2007 shall be disregarded in determiningthe right of any person to attend or vote at the meeting. Biographical details of the directors submitted for election and re-election areset out below. Professor Stephen Burbank (aged 60) has been a non-executive director since1994. Professor Burbank is currently the David Berger Professor for theAdministration of Justice at the University of Pennsylvania. He is Chairman ofthe Board of the American Academy of Political and Social Science and of theEditorial Committee of the American Judicature Society. One of the pre-eminent scholars of litigation procedure andjudicial administration in the United States, Professor Burbank is also anauthority on issues of judicial independence and accountability, having servedon the National Commission on Judicial Discipline and Removal by appointment ofthe Speaker of the United States House of Representatives. Since 2002, byappointment of a federal judge, he has served as Special Master of the NationalFootball League. Ian Hardington (aged 43) has been a non-executive director since 1999. He hasbeen chairman of the remuneration committee since 30 January 2006. Mr Hardingtonis an analyst with Trinity Capital Limited, an investment management firmlocated in The United States of America. This information is provided by RNS The company news service from the London Stock Exchange