Notice of Annual General Meeting

Transcription

1 THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you should seek your own personal financial advice from your stockbroker, bank manager, solicitor, accountant, or other financial adviser authorised under the Financial Services and Markets Act If you have sold or otherwise transferred all your TUI Travel PLC shares, please send this document, together with the accompanying documents, as soon as possible to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for delivery to the purchaser or transferee. (incorporated and registered in England and Wales under number ) Notice of Annual General Meeting Notice of the Annual General Meeting of TUI Travel PLC to be held on Thursday 5 February 2009 at 10.30am at the offices of RBS, 250 Bishopsgate, London EC2M 4AA is set out at the end of this document. A Form of Proxy for use at the Annual General Meeting is enclosed. To be valid, the Form of Proxy should be completed, signed and returned in accordance with the instructions printed on it to Equiniti Limited at Aspect House, Spencer Road, Lancing, West Sussex BN99 6ZL as soon as possible but in any event so as to arrive not later than 10.30am on 3 February 2009.

2 CONTENTS Page LETTER FROM THE CHAIRMAN...2 APPENDIX 1 BIOGRAPHIES OF DIRECTORS SEEKING RE-ELECTION...4 APPENDIX 2 EXPLANATORY NOTES...5 NOTICE OF ANNUAL GENERAL MEETING...7 TIMETABLE OF EVENTS Final date for receipt by Registrars of Forms of Proxy Time and date of Annual General Meeting 3 February 2009 at 10.30am 5 February 2009 at 10.30am Ordinary shares quoted ex-dividend 11 March 2009 Record date 13 March 2009 Final date for receipt of elections to participate in the Dividend Reinvestment Plan ( DRIP ) 23 March 2009 Posting of Dividend Warrants and Vouchers 3 April 2009 Dividend Payment Date and Purchase Date for DRIP 6 April 2009 Posting of share certificates and CREST statements 9 April 2009 CREST Credit Date 14 April

3 Registered Office: TUI Travel House Crawley Business Quarter Fleming Way Crawley West Sussex RH10 9QL 24 December 2008 TUI TRAVEL PLC (incorporated and registered in England and Wales under number ) To the holders of TUI Travel PLC Shares and, for information only, the participants in the Company s Employee Share Schemes Dear Shareholder NOTICE OF ANNUAL GENERAL MEETING I am pleased to be writing to you with details of our 2009 Annual General Meeting ( AGM ) which we are holding on Thursday 5 February 2009 at 10.30am at the offices of RBS, 250 Bishopsgate, London EC2M 4AA. The formal notice of AGM is set out on page 7 of this document. If you would like to vote on the Resolutions but cannot come to the AGM, you can appoint a proxy to exercise all or any of your rights to attend, vote and speak at the AGM by using one of the methods set out in the notes to the notice of AGM. The explanatory notes in Appendix 2 outline the business to be considered at the meeting. Whilst shareholders are not asked to approve changes to the Company s articles of association at this AGM, it is anticipated that they will be asked to approve changes to the articles of association at the 2010 AGM to reflect the provisions of the Companies Act 2006 which will come into effect in October 2009 and the EU Shareholder Rights Directive. Dividend Reinvestment Plan A Dividend Reinvestment Plan (the Plan ) was introduced by the Company in September The Plan is a dealing facility which enables those shareholders who are entitled to the proposed final dividend for the year ended 30 September 2008 of 6.9 pence per share, and any subsequent dividends to which the Plan applies, to invest the cash dividends received in purchasing further ordinary shares. The Plan is administered by Equiniti Limited, the Company s Registrars. Those shareholders who have already elected to participate in the Plan will automatically be included in the Plan for the year ended 30 September Those shareholders who have not already elected to participate in the Plan, and would like to participate with respect to the final dividend for the year ended 30 September 2008, may do so by contacting Equiniti Limited direct on The last day for election for the final dividend for 2008 is 23 March 2009 and any requests should be made in good time ahead of that date. If you are in any doubt about how your tax position will be affected should you choose to join the Plan, you should consult your own financial adviser before taking any action. Action to be taken If you wish to receive the whole of your dividend in cash, and you have not previously elected to participate in the Plan, you need take no action. The final dividend for the year ended 30 September 2008 will be paid to you in cash in the normal way on 6 April If you wish to receive the whole of your dividend in cash, and have previously elected to participate in the Plan, you will need to notify Equiniti Limited in writing in accordance with the terms of the Plan. Enclosed is a form of proxy for use by the ordinary shareholders at the AGM. You should complete and return the form of proxy, in accordance with the instructions printed thereon, as soon as possible and, in any event, so that it is received 2

4 not later than 10.30am on 3 February Completion and return of a form of proxy will not preclude you from attending the AGM and voting in person should you so wish. An appointment of a proxy may also be returned by completing it online, please refer to the notes on pages 9 and 10. For CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service, please refer to the notes on pages 9 and 10. Recommendation The Board considers the Resolutions will promote the success of the Company and are in the best interests of the Company and its shareholders as a whole. The Directors unanimously recommend that you vote in favour of the Resolutions as they intend to do in respect of their own beneficial holdings which amount in aggregate to 3,676,381 shares representing approximately 0.33% of the existing issued ordinary share capital of the Company. Yours sincerely Dr Michael Frenzel Chairman 3

5 APPENDIX 1 Biographies of Directors seeking re-election Sir Michael Hodgkinson Non-Executive Deputy Chairman & Senior Independent Director Sir Michael Hodgkinson joined the Board of First Choice Holidays PLC as a Non-Executive Director in January 2004 and became Chairman in March He joined the Board of TUI Travel PLC on 28 June 2007 as Non-Executive Deputy Chairman and is the Senior Independent Director. Following an early career in the automotive industry, he was appointed Chief Executive of Grand Metropolitan s European Food Division in 1986 and in 1992 he joined BAA plc, becoming Chief Executive in 1999, a post from which he retired in June Sir Michael was Senior Non-Executive Director at Royal Mail and Chairman of Post Office Limited until September 2007 and is currently a Non-Executive Director of Transport for London Limited and Dublin Airport. He was also a director of Bank of Ireland plc from May 2004 until July Bill Dalton Non-Executive Director Bill Dalton became a Non-Executive Director of First Choice Holidays PLC in October 2004 and joined the Board of TUI Travel PLC on 19 March He was previously an executive director of HSBC Holdings plc, Chief Executive of HSBC Bank plc and Global Head of Personal Financial Services for the HSBC Group. During his banking career, he has amassed a great deal of international expertise and is also a non-executive director of a number of UK and North American companies including Associated Electric & Gas Insurance Services (AEGIS), AEGIS Managing Agency Limited (UK), HSBC North America Holding Inc, Talisman Energy Inc and US Cold Storage Inc. Jeremy Hicks Non-Executive Director Jeremy Hicks became a Non-Executive Director of First Choice Holidays PLC in March 2005 and joined the Board of TUI Travel PLC on 28 June He is a Chartered Accountant with a number of business interests particularly in the field of marketing services. He has extensive experience in the world of finance as an Investment Banker and most recently as Chief Financial Officer of Aegis Group plc, a leading UK-based multi-national marketing services group, from which he resigned in April Paul Bowtell Chief Financial Officer Paul Bowtell joined the Board of TUI Travel PLC on 28 June He was appointed to the Board of First Choice Holidays PLC in September 2004 as Group Finance Director and was previously the Finance Director of British Gas, a subsidiary of Centrica plc, where he had been since January Prior to that, he was with W H Smith plc where he held a number of corporate centre roles before becoming the Finance Director of the UK Retail business. He is an Associate of the Institute of Chartered Accountants in England and Wales. In November 2007 Paul was appointed a Non-Executive Director of SThree PLC. Christoph Mueller Aviation Director Christoph Mueller has extensive experience within the aviation industry, having held senior positions in Daimler Benz Aerospace, Lufthansa AG and the Sabena Group. He became Chief Financial Officer of DHL Worldwide Network SA in 2002 and became a member of the executive committee of Deutsche Post AG in In January 2006, Christoph joined the Executive Committee of TUI, responsible for the flight division. From September 2006 to the date of the merger between First Choice Holidays PLC and the Tourism Division of TUI AG he was a member of the Executive Board of TUI AG. Christoph joined the Board of TUI Travel PLC on 28 June William Waggott Commercial Director William Waggott joined the Board of TUI Travel PLC on 28 June He spent the early part of his career with Coopers & Lybrand and Courthaulds Textiles plc, where he performed various senior group finance and divisional finance director roles. William joined Airtours plc in 1992 as UK Leisure Group Finance Director, prior to joining Thomson Travel Group in He then went on to become Chief Financial Officer of TUI Tourism. 4

6 APPENDIX 2 Explanatory Notes Resolution 1 To receive the Annual Report and Accounts The Chairman will present the accounts and the reports of the directors and the auditors for the year ended 30 September 2008 to the meeting. These accounts were sent to shareholders on 24 December Resolution 2 Remuneration Report It is mandatory for all listed companies to put their Report on Directors Remuneration to an advisory shareholder vote. As the vote is advisory it does not affect the actual remuneration paid to any individual director. The Report on Directors Remuneration is set out in full in the Annual Report. Resolution 3 Final dividend A final dividend of 6.9 pence per ordinary share for the year ended 30 September 2008 is recommended for payment by the directors. If you approve the recommended final dividend, this will be paid on 6 April 2009 to all ordinary shareholders who were on the register of members at the close of business on 13 March Resolutions 4, 5, 6, 7, 8 and 9 Re-election of directors Resolutions 4, 5, 6, 7, 8 and 9 deal with re-election of directors. Biographies of each of the directors seeking re-election can be found in Appendix 1 to this document on page 4. The Board has confirmed that all directors standing for reelection continue to perform effectively and demonstrate commitment to their roles. Resolution 10 Re-appointment of auditors Resolution 10 relates to the re-appointment of KPMG Audit plc as the Company s auditors to hold office until the next AGM of the Company and authorises the directors to set their remuneration. The directors have delegated the responsibility of setting the auditors remuneration to the Audit Committee of the Board. Resolution 11 Allotment of share capital At the last AGM of the Company held on 19 March 2008, the directors were given authority to allot ordinary shares in the capital of the Company up to a maximum nominal amount of 37,267, representing approximately 33% of the Company s then issued ordinary share capital. This authority expires on 19 March Your Board considers it appropriate that a further similar authority be granted to allot ordinary shares in the capital of the Company up to a maximum nominal amount of 37,267, representing approximately 33% of the Company s issued ordinary share capital as at 24 December 2008 (the latest practicable date prior to publication of this document) during the period expiring on 5 February The directors have no present intention of exercising this authority. As at the date of this letter the Company does not hold any ordinary shares in the capital of the Company in treasury. Resolution 12 Disapplication of statutory pre-emption rights Resolution 12 will empower the directors to allot ordinary shares in the capital of the Company for cash on a nonpre-emptive basis (a) in connection with a rights issue and (b) (otherwise than in connection with a rights issue) up to a maximum nominal value of 5,590,053.30, representing approximately 5% of the issued ordinary share capital of the Company as at 24 December 2008 (the latest practicable date prior to publication of this document). Resolution 13 Authority to purchase own shares Resolution 13 gives the Company authority to buy back its own ordinary shares in the market as permitted by the Companies Act The authority limits the number of shares that could be purchased to a maximum of 111,801,067 (representing approximately 10% of the Company s issued ordinary share capital as at 24 December 2008 (the latest practicable date prior to publication of this document)) and sets minimum and maximum prices. This authority will expire on 5 February

7 The directors have no present intention of exercising the authority to purchase the Company s ordinary shares but will keep the matter under review, taking into account the financial resources of the Company, the Company s share price and future funding opportunities. The authority will be exercised only if the directors believe that to do so would result in an increase in earnings per share and would be in the interests of shareholders generally. Any purchases of ordinary shares would be by means of market purchases through the London Stock Exchange. Listed companies purchasing their own shares are allowed to hold them in treasury as an alternative to cancelling them. No dividends are paid on shares whilst held in treasury and no voting rights attach to treasury shares. If Resolution 13 is passed at the AGM, it is the Company s current intention to cancel all of the shares it may purchase pursuant to the authority granted to it. However, in order to respond properly to the Company s capital requirements and prevailing market conditions, the directors will need to reassess at the time of any and each actual purchase whether to hold the shares in treasury or cancel them, provided it is permitted to do so. The Company is only permitted to hold a maximum of up to 10% of its issued share capital in treasury. As at 24 December 2008 (the latest practicable date prior to the publication of this document), there were outstanding awards under the Company s long-term incentive schemes in respect of 29,335,893 ordinary shares in the capital of the Company representing 2.624% of the Company s issued ordinary share capital. If the authority to purchase the Company s ordinary shares were exercised in full, these awards would represent 2.915% of the Company s issued ordinary share capital. The Company has issued no warrants to subscribe for share capital. Resolution day notice period for EGMs At last year s AGM, new articles of association were adopted which include a provision allowing general meetings of the Company to be called on the minimum notice period provided for in the Companies Act 2006 (the 2006 Act ). For meetings other than AGMs this is currently a period of 14 days (rather than the 21 days notice previously required by the old articles and the Companies Act 1985). The 2006 Act provisions relating to meetings are due to be amended with effect from August 2009, as a result of the UK implementation of the EU Shareholder Rights Directive. The Government is still consulting on the detail of the amendments that are to be made and will not publish the final form regulations making the amendments until Spring One of the amendments to be made will, in accordance with the Directive, increase the minimum notice period for listed company general meetings to 21 days, but with an ability for companies to reduce this period back to 14 days (other than for AGMs), provided that two conditions are met. The first condition is that the company offers facilities for shareholders to vote by electronic means. It is not yet clear what this will require and the details will be set out in the final regulations when published. The second condition is that there is an annual resolution of shareholders approving the reduction in the minimum notice period from 21 days to 14 days. The Board believes that it should ensure that the minimum period for notice of meetings of the Company can remain at 14 days after August The Board is therefore proposing Resolution 14 as a special resolution to approve 14 days as the minimum period of notice for all general meetings of the Company other than AGMs. 6

8 NOTICE OF ANNUAL GENERAL MEETING TUI TRAVEL PLC NOTICE IS HEREBY GIVEN that the 2009 Annual General Meeting of the Company will be held on Thursday 5 February 2009 at 10.30am at the offices of RBS, 250 Bishopsgate, London EC2M 4AA to transact the following business. Resolutions 1 to 11 inclusive will be proposed as ordinary resolutions. Resolutions 12 to 14 will be proposed as special resolutions: Ordinary Resolutions 1 To receive the accounts and the reports of the directors and the auditors thereon for the year ended 30 September To receive and approve the directors remuneration report for the year ended 30 September To declare a dividend. 4 To re-elect Sir Michael Hodgkinson as a director. 5 To re-elect Bill Dalton as a director. 6 To re-elect Jeremy Hicks as a director. 7 To re-elect Paul Bowtell as a director. 8 To re-elect Christoph Mueller as a director. 9 To re-elect William Waggott as a director. 10 To re-appoint KPMG Audit plc as auditors of the Company until the conclusion of the next Annual General Meeting of the Company and to authorise the directors to determine their remuneration. 11 THAT the directors be and they are hereby generally and unconditionally authorised in accordance with Section 80 of the Companies Act 1985 to exercise all the powers of the Company to allot relevant securities (as defined in Section 80(2) of that Act) up to an aggregate nominal amount of 37,267, provided that this authority shall expire on 5 February 2014, save that the Company shall be entitled to make offers or agreements before the expiry of such authority which would or might require relevant securities to be allotted after such expiry and the directors shall be entitled to allot relevant securities pursuant to any such offer or agreement as if this authority had not expired; and all unexercised authorities previously granted to the directors to allot relevant securities be and are hereby revoked. Special Resolutions 12 THAT the directors be and they are hereby empowered pursuant to Section 95 of the Companies Act 1985 to allot equity securities (within the meaning of Section 94 of that Act) for cash pursuant to the authority conferred by Resolution 11 above or by way of a sale of treasury shares as if Section 89(1) of that Act did not apply to any such allotment provided that this power shall be limited to: (i) the allotment of equity securities in connection with a rights issue, open offer or other offer of securities in favour of the holders of ordinary shares on the register of members at such record dates as the directors may determine where the equity securities respectively attributable to the interests of the ordinary shareholders are proportionate (as nearly as may be) to the respective numbers of ordinary shares held by them on any such record dates, subject to such exclusions or other arrangements as the directors may deem necessary or expedient to deal with treasury shares, fractional entitlements or legal or practical problems arising under the laws of any overseas territory or the requirements of any regulatory body or stock exchange or by virtue of shares being represented by depositary receipts or any other matter whatever; and (ii) the allotment (otherwise than pursuant to sub-paragraph (i) above) to any person or persons of equity securities up to an aggregate nominal amount of 5,590,053.30; and shall expire upon the expiry of the general authority conferred by Resolution 11 above, save that the Company shall be entitled to make offers or agreements before the expiry of such power which would or might 7

9 require equity securities to be allotted after such expiry and the directors shall be entitled to allot equity securities pursuant to any such offer or agreement as if the power conferred hereby had not expired. 13 THAT the Company be generally and unconditionally authorised to make market purchases (within the meaning of Section 163(3) of the Companies Act 1985) of ordinary shares of 10 pence each of the Company provided that: (i) the maximum number of ordinary shares hereby authorised to be acquired is 111,801,067; (ii) the minimum price which may be paid for any such share is 10 pence; (iii) the maximum price (excluding expenses) which may be paid for any such share is an amount equal to 105% of the average of the middle market quotations for an ordinary share in the Company as derived from The London Stock Exchange Daily Official List for the five business days immediately preceding the day on which such share is contracted to be purchased; (iv) the authority hereby conferred shall expire on 5 February 2010; and (v) the Company may make a contract to purchase its ordinary shares under the authority hereby conferred prior to the expiry of such authority, which contract will or may be executed wholly or partly after the expiry of such authority, and may purchase its ordinary shares in pursuance of any such contract. 14 THAT a general meeting (other than an Annual General Meeting) may be called on not less than 14 clear days notice, provided that this authority shall expire at the conclusion of the next Annual General Meeting of the Company. BY ORDER OF THE BOARD Andrew John Company Secretary 24 December 2008 Registered Office: TUI Travel House, Crawley Business Quarter, Fleming Way, Crawley, West Sussex RH10 9QL Registered in England No

10 Notes: 1 A member entitled to attend and vote at the meeting may appoint another person(s) (who need not be a member of the Company) to exercise all or any of his rights to attend, speak and vote at the meeting. A member can appoint more than one proxy in relation to the meeting, provided that each proxy is appointed to exercise the rights attaching to different shares held by him. 2 A proxy does not need to be a member of the Company but must attend the Meeting to represent you. Your proxy could be the Chairman, another director of the Company or another person who has agreed to attend to represent you. Your proxy will vote as you instruct and must attend the meeting for your vote to be counted. Details of how to appoint the Chairman or another person as your proxy using the proxy form are set out in the notes to the proxy form. Appointing a proxy does not preclude you from attending the Meeting and voting in person. If you attend the Meeting in person, your proxy appointment will automatically be terminated. 3 A copy of this notice has been sent for information only to persons who have been nominated by a member to enjoy information rights under Section 146 of the Companies Act 2006 (a Nominated Person ). The rights to appoint a proxy cannot be exercised by a Nominated Person: they can only be exercised by the member. However, a Nominated Person may have a right, under an agreement between him and the member by whom he was nominated, to be appointed as a proxy for the meeting or to have someone else so appointed. If a Nominated Person does not have such a right or does not wish to exercise it, he may have a right under such an agreement to give instructions to the member as to the exercise of voting rights. 4 In order to be valid an appointment of proxy must be returned (together with any authority under which it is executed or a copy of the authority certified notarially or in some other way approved by the directors) by one of the following methods: in hard copy form by post, by courier or by hand to the Company s Registrars Equiniti Limited at Aspect House, Spencer Road, Lancing, West Sussex BN99 6ZL; or if you elected for electronic communication, by completing it online via your Shareview.co.uk portfolio; or if you have not registered a preference for electronic communication, by completing it online at following the on-screen submission instructions you will need to identify yourself with your reference number, card ID and account number, as printed on your proxy form; or in the case of CREST members, by utilising the CREST electronic proxy appointment service in accordance with the procedures set out below, and in each case must be received by the Company not less than 48 hours before the time of the meeting. 5 To change your proxy instructions you may return a new proxy appointment using the methods set out above. Where you have appointed a proxy using the hard copy proxy form and would like to change the instructions using another hard copy proxy form, please contact Equiniti Limited on The deadline for receipt of proxy appointments (see above) also applies in relation to amended instructions. Any attempt to terminate or amend a proxy appointment received after the relevant deadline will be disregarded. Where two or more valid separate appointments of proxy are received in respect of the same share in respect of the same meeting, the one which is last sent shall be treated as replacing and revoking the other or others. 6 Only persons entered on the register of members of the Company at 6.00pm on 3 February 2009 (or, if the meeting is adjourned, at 6.00pm on the date which is two days prior to the adjourned meeting) shall be entitled to attend and vote at the meeting or adjourned meeting. Changes to entries on the register after this time shall be disregarded in determining the rights of persons to attend or vote (and the number of votes they may cast) at the meeting or adjourned meeting. 7 CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so by utilising the procedures described in the CREST Manual. CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf. In order for a proxy appointment made by means of CREST to be valid, the appropriate CREST message (a CREST Proxy Instruction ) must be properly authenticated in accordance with Euroclear UK & Ireland Limited s ( EUI ) specifications and must contain the information required for such instructions, as described in the CREST Manual. The message regardless of whether it constitutes the appointment of a proxy or 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 7RA01) by the latest time(s) for receipt of proxy appointments specified in the notice of meeting. For this purpose, the time of receipt will be taken to be the time 9

11 (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer s agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations CREST members and, where applicable, their CREST sponsors or voting service providers should note that EUI does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings. 9 Please note that the Company takes all reasonable precautions to ensure no viruses are present in any electronic communication it sends out but the Company cannot accept responsibility for loss or damage arising from the opening or use of any or attachments from the Company and recommend that the shareholders subject all messages to virus checking procedures prior to use. Any electronic communication received by the Company, including the lodgement of an electronic proxy form, that is found to contain any virus will not be accepted. 10 In order to facilitate voting by corporate representatives at the meeting, arrangements will be put in place at the meeting so that (i) if a corporate shareholder has appointed the Chairman of the meeting as its corporate representative with instructions to vote on a poll in accordance with the directions of all of the other corporate representatives for that shareholder at the meeting, then on a poll those corporate representatives will give voting directions to the Chairman and the Chairman will vote (or withhold a vote) as corporate representative in accordance with those directions; and (ii) if more than one corporate representative for the same corporate shareholder attends the meeting but the corporate shareholder has not appointed the Chairman of the meeting as its corporate representative, a designated corporate representative will be nominated, from those corporate representatives who attend, who will vote on a poll and the other corporate representatives will give voting directions to that designated corporate representative. Corporate shareholders are referred to the guidance issued by the Institute of Chartered Secretaries and Administrators on proxies and corporate representatives ( for further details of this procedure. The guidance includes a sample form of representation letter if the Chairman is being appointed as described in (i) above. 11 As at 24 December 2008 (being the latest business day prior to the publication of this notice), the Company s issued share capital consists of 1,118,010,670 ordinary shares, carrying one vote each. The Company does not hold any ordinary shares in the capital of the Company in treasury. Therefore the total voting rights in the Company are 1,118,010, Copies of the directors service contracts with the Company and the terms and conditions of the non-executive directors are available for inspection at the registered office of the Company during usual business hours (Saturdays, Sundays and public holidays excepted) and will be available at the place of the meeting from 9.30am until its conclusion. 10

12 Perivan Financial Print