Financial Statements - Chemring Group PLC

2 0 0 3 F I N A N C I A L S T A T E M E N T SNotice and Agenda of Annual General MeetingNotice is hereby given that the ninety-eighth Annual General Meeting of the shareholders will be held at 14.30 hours onTuesday 23 March 2004 at The Solent Hotel, Rookery Avenue,Whiteley, Fareham, Hampshire PO15 7AJ for the purpose of transactingthe ordinary business referred to at “1” to “6” below and also, as special business, for the purpose of considering and (if thought fit)passing the resolutions numbered “7” and “8” below as ordinary resolutions and the resolution numbered “9” below as a specialresolution.1. To receive and adopt the financial statements for the year ended 31 October 2003 together with the reports of the directors andauditors thereon.2. To approve the payment of a final dividend of 4.85p per ordinary share for the year ended 31 October 2003 to be paid on9 June 2004 to shareholders on the register at the close of business on 14 May 2004.3. To approve the Directors’ Remuneration Report for the year ended 31 October 2003.4. To re-elect Mr K C Scobie who retires by rotation under the provisions of Article 92.1 of the Company’s Articles of Association.5. To re-elect General Sir John Stibbon who retires by rotation under the provisions of Article 92.1 of the Company’s Articles ofAssociation.6. To re-appoint the auditors and to authorise the directors to fix their remuneration.Ordinary Resolutions7. THAT the Company’s authorised share capital be and is hereby increased by £150,000 from £1,562,500 to £1,712,500 by thecreation of 3,000,000 new ordinary shares of 5p each, to rank pari passu with the existing ordinary shares of 5p each.8. THAT the Board be and it is hereby generally and unconditionally authorised pursuant to and in accordance with section 80 of theCompanies Act 1985 (‘the Act’) to exercise all the powers of the Company to allot and to make offers or agreements to allotrelevant securities (as defined in section 80(2) of the Act) up to an aggregate nominal amount of £128,201 as at the date hereofprovided that this authority shall expire at the commencement of the next Annual General Meeting of the Company after thepassing of this resolution save that the Company may before the expiry of this authority make an offer or agreement which wouldor might require relevant securities to be allotted after such expiry and the Board may allot relevant securities in pursuance of suchoffer or agreement as if the authority conferred hereby had not expired.Special Resolution9. THAT subject to resolution 8 being passed and pursuant to and in accordance with the authority thereby granted, the Board be andit is hereby empowered pursuant to section 95 of the Act to allot equity securities (as defined in section 94 of the Act) pursuant tosuch authority as if section 89(1) of the Act did not apply to any such allotment provided that this power shall be limited to theallotment of equity securities up to an aggregate nominal value of £68,589 and shall expire at the commencement of the nextAnnual General Meeting of the Company after the passing of this resolution or on 31 May 2005 (whichever is the earlier) save thatthe Company may before such expiry make an offer or agreement which would or might require equity securities to be allottedafter such expiry and the Board may allot equity securities in pursuance of such offer or agreement as if the power conferred herebyhad not expired.By Order of the BoardS L EllardSecretary1650 ParkwayWhiteleyFarehamHampshirePO15 7AH2 February 2004P 53