161079 Reach 4 Entertainment Financial Report Cover


Notice of Annual General Meeting of GlobalData plc

(incorporated and registered in England and Wales with company registration number 3925319)


Meeting 12.00 noon 17 May 2016 NOTICE OF ANNUAL GENERAL MEETING


Notice is hereby given that the annual general meeting of GlobalData plc (the "Company") will be held at John Carpenter House, John Carpenter Street, London, EC4Y 0AN on 17 May 2016 at 12.00 noon for the following purposes:


Ordinary business

To consider, and if thought fit, to pass the following resolutions which will be proposed as ordinary resolutions:

  1. To receive the directors' report and accounts for the financial year ended 31 December 2015 and the auditors' report on the accounts.

  2. To declare a final dividend of 2.5 pence per ordinary share in respect of the year ended 31 December 2015, payable on3 June 2016 to ordinary shareholders whose names appear in the register of members at close of business on 13 May 2016.

  3. To re-appoint Kelsey van Musschenbroek as a director of the Company, who retires pursuant to the Company's articles of association and who, being eligible, offers himself for re-election.

  4. To re-appoint Michael Danson as a director of the Company, who retires pursuant to the Company's articles of association and who, being eligible, offers himself for re-election.

  5. To re-appoint Simon Pyper as a director of the Company, who retires pursuant to the Company's articles of association and who, being eligible, offers himself for re-election.

  6. To re-appoint Bernard Cragg as a director of the Company, who retires pursuant to the Company's articles of association and who, being eligible, offers himself for re-election.

  7. To re-appoint Peter Harkness as a director of the Company, who retires pursuant to the Company's articles of association and who, being eligible, offers himself for re-election.

  8. To re-appoint Mark Freebairn as a director of the Company, who retires pursuant to the Company's articles of association and who, being eligible, offers himself for re-election.

  9. To re-appoint Murray Legg as a director of the Company who retires pursuant to the Company's articles of association and who, being eligible, offers himself for re-election.

  10. To re-appoint Grant Thornton UK LLP as the auditors of the Company to hold office from the conclusion of this meeting until the conclusion of the next general meeting at which accounts are laid before the Company.

  11. To authorise the directors to determine the remuneration of the auditors.


    Special business

    To consider, and if thought fit, to pass the following resolutions of which resolution number 12 will be proposed as an ordinary resolution and resolutions numbered 13 and 14 will be proposed as special resolutions:


    Ordinary Resolution

  12. That, in substitution for any equivalent authorities and powers granted to the directors prior to the passing of this resolution, the directors be and they are generally and unconditionally authorised pursuant to Section 551, Companies Act 2006 (the "Act"):

    1. to exercise all powers of the Company to allot shares in the Company, and grant rights to subscribe for or to convert any security into shares of the Company (such shares, and rights to subscribe for or to convert any security into shares of the Company being "relevant securities") up to an aggregate nominal amount of £24,368.00 (such amount to be reduced by the nominal amount of any allotments or grants made under paragraph 12(b) below in excess of £24,368.00); and further

    2. ) to allot equity securities (as defined in Section 560 of the Act) up to an aggregate nominal amount of

      £48,736.00 (such amount to be reduced by the nominal amount of any allotments or grants made under paragraph 12(a) above) in connection with an offer by way of rights issue:

      1. in favour of holders of ordinary shares in the capital of the Company, where the equity securities respectively attributable to the interests of all such holders are proportionate (as nearly as practicable) to the respective number of ordinary shares in the capital of the Company held by them; and


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      2. to holders of any other equity securities as required by the rights of those securities or as the directors otherwise consider necessary,

        but subject to such exclusions or other arrangements as the directors may deem necessary or expedient to deal with treasury shares, fractional entitlements or legal, regulatory or practical problems arising under the laws or requirements of any overseas territory or by virtue of shares being represented by depository receipts or the requirements of any regulatory body or stock exchange or any other matter whatsoever,

        provided that, unless previously revoked, varied or extended, this authority shall expire on the earlier of the date falling 18 months after the date of the passing of this resolution and the conclusion of the next annual general meeting of the Company, except that the Company may at any time before such expiry make an offer or agreement which would or might require relevant securities to be allotted after such expiry and the directors may allot relevant securities in pursuance of such an offer or agreement as if this authority had not expired.


        Special Resolutions

      3. That the directors be and they are empowered to allot equity securities (as defined in Section 560 of the Act) of the Company wholly for cash pursuant to the authority of the directors under Section 551 of the Act conferred by resolution 12 above and/or by way of a sale of treasury shares, in each case as if Section 561(1) of the Act did not apply to such allotment provided that the power conferred by this resolution shall be limited to:

        1. the allotment of equity securities in connection with an offer of, or invitation to apply for, equity securities (but in the case of the authority granted under paragraph (b) of resolution 12, by way of a rights issue only):

          1. in favour of holders of ordinary shares in the capital of the Company, where the equity securities respectively attributable to the interests of all such holders are proportionate (as nearly as practicable) to the respective number of ordinary shares in the capital of the Company held by them; and

          2. to holders of any other equity securities as required by the rights of those securities or as the directors otherwise consider necessary,

            but subject to such exclusions or other arrangements as the directors may deem necessary or expedient to deal with treasury shares, fractional entitlements or legal, regulatory or practical problems arising under the laws or requirements of any overseas territory or by virtue of shares being represented by depository receipts or the requirements of any regulatory body or stock exchange or any other matter whatsoever; and

          3. ) the allotment (otherwise than pursuant to paragraph (a) above) of equity securities up to an aggregate nominal value of £7,310.00,

            and provided that, unless previously revoked, varied or extended, this authority shall expire on the earlier of the date falling 18 months after the date of the passing of this resolution and the conclusion of the next annual general meeting of the Company, except that the Company may at any time before such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry and the directors may allot equity securities in pursuance of such an offer or agreement as if this power had not expired.

          4. That the Company be and is hereby unconditionally and generally authorised for the purposes of Section 701 of the Act to make market purchases (within the meaning of Section 693(4) of the Act) of its ordinary shares of 1/14 pence each ("Ordinary Shares") provided that:

            1. the maximum number of Ordinary Shares authorised to be purchased is 5,117,321;

            2. ) the minimum price which may be paid for any such Ordinary Share is 1/14 pence;

            3. the maximum price which may be paid for an Ordinary Share shall be an amount equal to 105% of the average middle market quotations for an Ordinary Share as derived from the London Stock Exchange Daily Official List for the 5 business days immediately preceding the day on which the Ordinary Share is contracted to be purchased; and


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            4. ) this authority shall, unless previously renewed, revoked or varied, expire on the earlier of the date falling 18 months after the date of the passing of this resolution and the conclusion of the next annual general meeting of the Company, but the Company may enter into a contract for the purchase of Ordinary Shares before the expiry of this authority which would or might be completed (wholly or partly) after its expiry.


              5. By Order of the Board

              Graham Lilley

              Company Secretary


              31 March 2016


              Registered Office:

              John Carpenter House John Carpenter Street London

              EC4Y 0AN



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            GlobalData plc issued this content on 31 March 2016 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 31 March 2016 06:06:33 UTC

            Original Document: http://www.globaldata.com/investor-centre/financials-and-releases/2016/agm-notice-of-meeting/