SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of APRIL, 2006
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Commission File Number 001-13908
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AMVESCAP PLC
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(Translation of registrant's name into English)
30 Finsbury Square, London EC2A 1AG, ENGLAND
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(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports
under cover Form 20-F or Form 40-F:
Form 20-F__X__ Form 40-F____
Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(1): ____
Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(7): ____
Indicate by check mark whether by furnishing the information contained in this
Form, the registrant is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934.
Yes____ No__X__
If "Yes" is marked, indicate below the file number assigned to the registrant
in connection with Rule 12g3-2(b):
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Description of document filed: Notice of AGM 2005
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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
If you are in any doubt about the action to be taken, you should immediately
consult your stockbroker, solicitor, accountant or other independent
financial adviser authorized under the Financial Services and Markets Act 2000.
This document should be read in conjunction with the accompanying
Annual Report or Annual Review in respect of the year ended
December 31, 2004 (the "Annual Report").
If you have sold or transferred your holding of shares in AMVESCAP PLC, please
send this document and the accompanying form of proxy at once to the purchaser
or transferee or to the stockbroker, bank or other agent through whom
the sale or transfer was effected, for transmission to
the purchaser or transferee.
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AMVESCAP PLC
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Notice of Annual General Meeting
to be held on April 28, 2005
Notice of the Annual General Meeting of AMVESCAP PLC to be held at the
registered office of AMVESCAP PLC, 7th Floor, 30
Finsbury Square, London EC2A 1AG, on Thursday, April 28, 2005, at
11:00 am (the "AGM"), is set out on pages 6 to 7 of this document.
A shareholder entitled to attend and vote at the AGM may appoint
one or more proxies (who need not be shareholders of the company)
to attend and, on a poll, to vote on his behalf.
Shareholders are requested to complete the accompanying
form of proxy for use at the AGM and return it to the company's
registrar, Capita Registrars, Proxy Department, The Registry, 34 Beckenham Road,
Beckenham, Kent BR3 4TU (the "Registrar"), so as to be received
as soon as possible, and in any event not later than 11:00 am
on Tuesday, April 26, 2005.
Alternatively, shareholders may lodge their proxy through the CREST
system or via the Registrar's website at www.capitaregistrars.com by using the
investor code contained on the form of proxy enclosed with this notice, in each
case at any time prior to 11:00 am on Tuesday, April 26, 2005.
The return or lodging of a proxy via any of these means will
not preclude a shareholder from attending and voting in person at the AGM.
AMVESCAP PLC
(Registered and Incorporated in England and Wales No. 308372)
DIRECTORS:
C.W. Brady (Chairman)
R.D. Adams
Sir John Banham
The Hon. M.D. Benson
J.R. Canion
Dr. T. Fischer
R.H. Graham
D. Kessler
E. Lawrence
B. Longstreth
J.I. Robertson
J.D. Rogers
S.K. West
SECRETARY:
M.S. Perman
REGISTERED OFFICE:
30 Finsbury Square
London EC2A 1AG
March 8, 2005
To holders of the company's Ordinary Shares of 25p each, holders of the
company's American Depositary Shares, and the holder of the Special Voting Share
of 25p
DEAR FELLOW SHAREHOLDERS,
ANNUAL GENERAL MEETING
I am writing to invite you to join us at this year's Annual General Meeting of
the company, to be held at 11:00 am on Thursday, April 28, 2005, on the 7th
Floor of our corporate headquarters at 30 Finsbury Square, London EC2A 1AG (the
"AGM"), and to explain the proposals which shareholders are invited to approve
at the AGM. The formal Notice of Meeting and resolutions to be proposed are set
out on pages 6 to 7 of this document.
DIRECTORS' POWER TO ALLOT SHARES
At the AGM, Resolution 12 will be proposed in order to effect a renewal of the
directors' authority to allot the present unissued share capital of the company
up to a maximum of 239,000,000 Ordinary Shares (which would constitute
approximately 29.5 percent of the company's issued ordinary share capital as of
March 8, 2005 (excluding any future treasury shares), such being the latest
practicable date prior to publication of the enclosed Notice of Annual General
Meeting). As of that date, the company did not hold any shares in treasury.
Resolution 13 will be proposed as a Special Resolution to renew the directors'
authority to allot equity securities for cash otherwise than strictly pro-rata
to existing shareholders, up to a maximum of 40,500,000 Ordinary Shares (which
would constitute approximately 5.0 percent of the issued ordinary share capital
as of March 8, 2005). Resolution 13 would also empower the Directors to issue
shares otherwise than strictly pro-rata to existing shareholders in connection
with a rights issue, and to take certain practical steps to facilitate such an
issue. For this purpose, allotments of equity shares for cash will include sales
by the company of any shares held by it which it has repurchased and held in
treasury.
Although the directors have no present intention of utilizing these authorities,
they believe that it is appropriate that they have such flexibility. The
directors would take into account the best interests of shareholders generally
in reviewing any future actions which would result in the issuance of shares.
The authorities conferred by Resolutions 12 and 13 will, unless renewed prior to
such time, lapse on April 27, 2010.
POWER TO PURCHASE SHARES
Resolution 14 will be proposed as a Special Resolution to enable the company to
purchase in the market up to a maximum of 81,076,000 Ordinary Shares for
cancellation or to be held in treasury, (which number would constitute
approximately 9.9 percent of the issued ordinary share capital as of March 8,
2005) at a minimum price of 25p per share and a maximum price per share of not
more than 5 percent above the average of the middle market quotation for an
ordinary share as derived from the London Stock Exchange Daily Official List for
the five business days immediately prior to the date of such purchase.
If approved, the directors will use the authority conferred by Resolution 14
with discretion and with a view to enhancing shareholder value. Purchases will
only be made in the light of market conditions prevailing at the time, where the
directors consider this will result in an increase in earnings per share, and
where the directors have concluded that such action will be in the best
interests of shareholders generally. Any purchases made by the company will be
announced by no later than 8:30 am (London time) on the business day following
the transaction.
There are a total of 130,233,757 Ordinary Shares over which options to subscribe
for equity shares outstanding as of March 8, 2005, have been granted under the
AMVESCAP No. 3 Executive Share Option Scheme and the AMVESCAP 2000 Share Option
Plan. Such number represents approximately 16.1 percent of the issued ordinary
share capital as of such date. Such
options would represent approximately 17.8 percent of the issued ordinary share
capital of the company if the full authority to buy back shares given by
Resolution 13 of the Annual General Meeting of April 30, 2003, had been used,
and approximately 17.8 percent of the issued ordinary share capital of the
company if the full authority being sought pursuant to Resolution 14 is used.
AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION
Under new legislation embodied in the Companies (Audit, Investigations and
Community Enterprise) Act 2004, the company is permitted to indemnify its
directors against any liability incurred by a director to any person (other than
the company or any associated company) in connection with any negligence,
default, breach of duty or breach of trust in relation to the company. The
legislation also allows the company to advance to its directors funds to cover
the costs incurred by a director in defending certain legal proceedings against
him or her. Previously, a company incorporated in England had only been able to
fund a director's defence costs once final judgement in the director's favour
had been reached. Since directors are increasingly being added as defendants in
actions against companies, and litigation is often very lengthy and expensive,
the Board believes that the risk of directors being placed under significant
financial strain is increasing.
The Board therefore proposes in Resolution 16 that the Memorandum and Articles
of Association be amended to expand the terms of the indemnities currently
included in the Articles of Association in order to take advantage of the new
provisions relating to the advance of defence costs. Individual directors would
still be liable to repay their defence costs to the extent funded by AMVESCAP if
their defence against criminal proceedings or proceedings brought by the company
is unsuccessful. Resolution 16 will be proposed as a Special Resolution.
The Board proposes in Resolution 15 to make an additional change to the Articles
of Association in order to bring the company in line with current corporate
governance best practice. Resolution 15 would effect an amendment to Article 127
of the company's Articles of Association to reflect principle A.2 of the
Combined Code in relation to the division of responsibilities between the
Chairman and Chief Executive Officer. Resolution 15 will be proposed as Special
Resolution.
A summary of the principal differences between the proposed new and the current
texts of these portions of the Memorandum and Articles of Association is set out
in Appendix 1.
ELECTION OF DIRECTORS
The company's Articles of Association require each director to retire from
office at the Annual General Meeting held in the third calendar year following
the year in which he was last elected or re-elected. Each of Messrs. Rex Adams,
Sir John Banham, Charles Brady and Denis Kessler was last re-elected at the
Annual General Meeting in 2002 and therefore offers himself for re-election at
the AGM.
The company's Articles of Association require any director appointed to the
Board during the year to stand for election at the next Annual General Meeting.
Each of Mr. Edward Lawrence and Mr. John D. Rogers was both appointed to the
Board since the last Annual General Meeting and thus offers himself for election
by shareholders at the AGM.
Special notice has been given in respect to the resolution to propose the
re-election of Mr. Bevis Longstreth (who has served as a director on the board
since 1993) and who is over the age of 70 years. Mr. Longstreth offers himself
for re-election.
Mr. Stephen West will be retiring from the Board with effect from the conclusion
of the AGM.
Biographies for all of the directors seeking re-election are set out below.
REX D. ADAMS (64) NON-EXECUTIVE (USA)
Rex Adams has served as a non-executive director of our company since November
2001 and is Chairman of the Remuneration Committee. Mr. Adams was Dean of the
Fuqua School of Business at Duke University from 1996 to 2001 and is now a
professor of business administration. He joined Mobil International in London in
1965 and served as Executive Vice President of Administration for Mobil
Corporation from 1988 to 1996. Mr. Adams received a B.A. magna cum laude from
Duke University. He was selected as a Rhodes scholar in 1962 and studied at
Merton College, Oxford University. Mr. Adams serves on the Boards of directors
of Allegheny Corporation, PBS and Vintage Petroleum.
SIR JOHN BANHAM (64) NON-EXECUTIVE (UK) SENIOR INDEPENDENT DIRECTOR
Sir John Banham has served as a non-executive director of our company since 1999
and is Chairman of the Nomination and Corporate Governance Committee. He is
Chairman of Whitbread PLC, Geest plc as well as Cyclacel Limited and ECI
Ventures LLP. Sir John was Director General of the Confederation of British
Industry from 1987 to 1992, a director of both National Power and National
Westminster Bank from 1992 to 1998, Chairman of Tarmac PLC from 1994 to 2000,
and Chairman of Kingfisher PLC from 1995 to 2001. Sir John is a graduate of
Cambridge University and has been awarded honorary doctorates by four leading
U.K. universities.
CHARLES W. BRADY (69) EXECUTIVE CHAIRMAN (USA)
Charles Brady has served as Executive Chairman of the Board of Directors of our
company since 1993, Chief Executive Officer of our company since 1992 and as a
director of our company since 1986. He was a founding Partner of INVESCO
Capital Management Inc., which merged with our predecessor organization in 1988.
Mr. Brady began his investment career in 1959 after graduating with a B.S. from
the Georgia Institute of Technology. He also attended the Advanced Management
Program at the Harvard Business School. Mr. Brady is a director of the Atlanta
College of Art, a Trustee of the Georgia Tech Foundation and the Carter Library
and a director of the National Bureau of Asian Research.
DENIS KESSLER (52) NON-EXECUTIVE (FRANCE)
Denis Kessler has served as a non-executive director of our company since March
2002. A noted economist, Mr. Kessler is Chairman and Chief Executive Officer of
SCOR. He is Chairman of the Boards of Directors of SCOR U.S. Corporation, SCOR
Life U.S. Reinsurance and SCOR Reinsurance Company, and serves as a member of
the boards of directors of Dexia SA, BNP Paribas, Bollore Investissement SA,
Dassault Aviation and Cogedim. Mr. Kessler received a Diplome from the Paris
Business School (HEC) and a Doctorat d'Etat in economics from the University of
Paris.
EDWARD LAWRENCE (63) NON-EXECUTIVE (USA)
Edward Lawrence has served as a non-executive director of our company since
October 2004. He is a partner at Ropes & Gray, a Boston law firm, where he also
heads the investment committee of the firm's Trust Department. Mr. Lawrence is a
graduate of Harvard College and earned a J.D. from Columbia University Law
School. He serves on the board of the Attorneys' Liability Assurance Society,
Ltd., is Chairman of the Board of the Massachusetts General Hospital and is
Trustee of both Partners Healthcare System, Inc. in Boston and McLean Hospital
in Belmont, MA.
BEVIS LONGSTRETH (71) NON-EXECUTIVE (USA)
Bevis Longstreth has served as a non-executive director of our company since
1993 and is Chairman of the Audit Committee. Mr. Longstreth was a Partner of
Debevoise & Plimpton from 1970 to 1981, and from 1984 to 1997. He was a
Commissioner of the Securities and Exchange Commission from 1981 to 1984. In
1999, Mr. Longstreth was appointed by the Public Oversight Board to the Panel on
Audit Effectiveness, which conducted a study resulting in a report calling for
major audit reform. In 2004, he was appointed by the newly-empowered Public
Company Accounting Oversight Board to its Standing Advisory Group, on which he
now sits. Mr. Longstreth is a frequent writer on issues of corporate governance,
banking and securities law, and is the author of "Modern Investment Management
and the Prudent Man Rule" (1986), a book on law reform. He is a graduate of
Princeton University and the Harvard Law School and is a Trustee of the College
Retirement Equities Fund (CREF).
JOHN D. ROGERS (43) EXECUTIVE VICE PRESIDENT & CHIEF EXECUTIVE OFFICER OF
INVESCO DIVISION (USA)
John Rogers has served as Chief Executive Officer of INVESCO Institutional and
as a member of the Executive Management Committee of our company since December
2000. He became Chief Executive Officer of the INVESCO Division in January 2003.
He joined the company as Chief Investment Officer and President of INVESCO's
Tokyo office in 1994 and became Chief Executive Officer and Co-Chief Investment
Officer of INVESCO Global Asset Management (N.A.), Inc. in 1997. Mr. Rogers
received a B.A. cum laude from Yale University and an M.A. from Stanford
University. He is a Chartered Financial Analyst.
The Board of Directors and its Nomination and Corporate Governance Committee
recommend the directors who are seeking re-election pursuant to Resolutions 4
through 10.
AUDITORS
The Audit Committee of the Board of Directors recommends to shareholders
Resolution 11 relating to the re-election of Ernst & Young LLP as auditors to
the company.
VOTING
I would ask you to note that this year, for the first time, all resolutions to
be put to a vote at the AGM will be decided by a way of a poll rather than by
show of hands. This is in accordance with the recommendations by the Myners
Report issued in January 2004 and with emerging best practice. It will allow
shareholders who are not able to come to the meeting, but who have appointed
proxies, to have their votes taken into account. I will invite each shareholder
and proxy present at the AGM to complete a poll card indicating how they wish to
cast their votes in respect of each resolution. In addition, I will cast the
votes for which I have been appointed proxy. Poll cards will be collected at the
end of the meeting. Once the results have been verified by the Registrar, they
will be notified to the London Stock Exchange and published on the company's
website.
DOCUMENTS AVAILABLE FOR INSPECTION
Copies of the amended Memorandum and Articles of Association of the company,
together with copies of the directors' service contracts (and /or letters of
appointment) with the company and any of its subsidiaries, and the register of
directors' interests are available for inspection by any person at the company's
registered office, 30 Finsbury Square, London EC2A 1AG, during normal business
hours on any weekday (Saturdays and public holidays excepted) and will also be
available at the venue of the AGM to any person for at least 15 minutes prior
to, and until the conclusion of, the AGM.
RECOMMENDATION
The Board of Directors believes that the resolutions contained in the Notice of
Meeting are in the best interests of the company and its shareholders as a whole
and recommends you to vote in favour of them, as your directors intend to do in
respect of their beneficial shareholdings.
ACTION TO BE TAKEN
If you are able to attend the AGM, we will be delighted to see you. There will
be an opportunity for you to ask questions on each resolution being put to the
AGM and on the company's business in general. If you are unable to attend, I
would encourage you to submit your voting instructions in advance of the AGM as
each vote is important, regardless of the number of shares you hold.
You will find enclosed a form of proxy. Whether or not you intend to be present
at the AGM, you are requested to complete the form of proxy and return it so as
to reach Capita Registrars, Proxy Department, The Registry, 34 Beckenham Road,
Beckenham, Kent BR3 4TU (the "Registrar"), as soon as possible, and in any event
not later than 48 hours before the time appointed for the AGM. Completion and
return of the form of proxy will not preclude you from attending and voting in
person at the AGM. The company also offers shareholders the opportunity to cast
their votes electronically in respect of the forthcoming AGM, either through the
CREST proxy system or via the website of the Registrar, Capita Registrars, at
www.capitaregistrars.com. Your proxy card, enclosed with the Notice of Meeting,
will contain your own personal investor code, which you will need in order to
register your vote via the Internet.
Yours faithfully,
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Charles W. Brady, Executive Chairman
Appendix 1
SUMMARY OF PROPOSED CHANGES TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION
The principal change to be made to the Memorandum is as follows:
CURRENT NEW
PARAGRAPH NO. PARAGRAPH NO. CHANGE
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LLL Following the Companies (Audit, Investigations
and Community Enterprise) Act 2004, companies
are permitted to: indemnify directors and others
against liability incurred to third parties in
connection with any negligence, default, breach
of duty or breach of trust; purchase and
maintain insurance against such liability; and
fund a director's expenditure in defending civil
or criminal proceedings against them. The
proposed new paragraph LLL specifically empowers
the company to adopt and implement these
provisions.
The principal changes to be made to the Articles are as follows:
CURRENT NEW
ARTICLE NO ARTICLE NO CHANGE
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86 86 This Article currently restricts the rights of proxies
to speak at general meetings of the company. The
Myners Report recommends that proxies should be
permitted to speak, and therefore the proposed
amendment brings the Articles in line with this
recommendation.
96.5(g) 96.5(g) This Article, which lists exceptions to the general
rule that a director may not vote in respect of
contracts, arrangements or proposals in which he or
she has an interest, is proposed to be expanded so as
to allow an interested director to vote in connection
with any proposal relating to the new indemnification,
insurance or funding powers of the company.
-- 127.2 This new Article is being separately proposed as
Resolution 15 to recognise Combined Code principle A.2
in relation to the division of responsibilities
between the Chairman and Chief Executive Officer. The
new Article will read: "The Board shall adopt terms of
reference setting out the division of responsibilities
between the roles of Chairman and Chief Executive
Officer from time to time to reflect legal and
corporate governance developments."
161 161 This Article currently deals with the indemnification
of directors, officers and auditors. It is proposed
that this Article be amended so as to apply to
indemnification of auditors only, and that the
indemnification of directors and officers be dealt
with in a new Article 162. The scope of the existing
indemnity for auditors is unchanged.
-- 162.1 This new Article replaces Article 161 in relation to
the indemnification of directors and officers, in
terms permitted by the new legislation.
-- 162.2 This Article implements the new provisions of the
Memorandum in respect of the advancement of directors'
defence costs as they are incurred.
Notice of Annual General Meeting
of AMVESCAP PLC
NOTICE IS HEREBY GIVEN that the seventieth Annual General Meeting of AMVESCAP
PLC will be held on the 7th Floor of the Registered Office of the company at 30
Finsbury Square, London EC2A 1AG on Thursday, April 28, 2005, at 11:00 am (the
"AGM"), for the following purposes:
AS ORDINARY BUSINESS:
1. To receive and adopt the accounts for the year ended December 31, 2004, and
the reports of the directors and auditors thereon, as set forth in the
Annual Report
2. To receive and adopt the Report of the Board on Remuneration as set forth
in the Annual Report.
3. To declare a final dividend of 5p per Ordinary Share payable on May 4,
2005, to shareholders on the register at the close of business on April 1,
2005.
4. To re-elect Rex Adams as a director of the company, who retires in
accordance with Article 116.1 of the company's Articles of Association and,
being eligible, offers himself for re-election
5. To re-elect Sir John Banham as a director of the company, who retires in
accordance with Article 116.1 of the company's Articles of Association and,
being eligible, offers himself for re-election.
6. To re-elect Charles W. Brady as a director of the company, who retires in
accordance with Article 116.1 of the company's Articles of Association and,
being eligible, offers himself for re-election.
7. To re-elect Denis Kessler as a director of the company, who retires in
accordance with Article 116.1 of the company's Articles of Association and,
being eligible, offers himself for re-election.
8. To elect Edward Lawrence as a director of the company, who was appointed
since the last Annual General Meeting.
9. To re-elect Bevis Longstreth as a director of the company, who is a
director over 70 years of age who is seeking re-election pursuant to
Section 293 of the Companies Act 1985.
10. To elect John D. Rogers as a director of the company, who was appointed
since the last Annual General Meeting.
11. To re-appoint Ernst & Young LLP as auditors, to hold office from the
conclusion of the AGM to the conclusion of the next meeting of shareholders
at which accounts are laid before the company, and to authorise the Audit
Committee to fix their remuneration.
AS SPECIAL BUSINESS:
To consider and, if thought fit, pass the following resolutions, of which
Resolution 12 will be proposed as an Ordinary Resolution and Resolutions 13, 14,
15 and 16 will be proposed as Special Resolutions.
ORDINARY RESOLUTION
12. THAT, the directors of the Company be, and they are hereby, generally and
unconditionally authorized 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 sub-section (2) of that section) up to an
aggregate nominal amount of "L"59,750,000 provided that:
(a) this authority, unless renewed or revoked, shall expire on April 27,
2010, save that the Company may 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 offer or agreement as if this
authority had not expired; and
(b) upon the passing of this Resolution, the Resolution passed as
Resolution 11 at the Annual General Meeting on April 29, 2004, shall
be of no further force or effect (without prejudice to any previous
exercise of the authorities granted thereby).
SPECIAL RESOLUTIONS
13. THAT, subject to the passing of Resolution 12 above:
(a) the directors of the Company be, and are hereby, empowered pursuant to
section 95 of the Companies Act 1985 to allot equity securities (as
defined in section 94 of the Companies Act 1985) for cash as if
section 89(1) of that Act did not apply to such allotment, provided
that the power conferred by this Resolution shall be limited to:
(i) any allotment of equity securities in connection with a rights
issue, being an offer of equity securities to (1) the holders
(other than the Company) of Ordinary Shares in the capital of the
Company on the relevant register on a fixed record date in
proportion (as nearly as may be) to their respective holdings of
Ordinary Shares (for which purpose holdings in certificated and
uncertificated form may be treated as separate holdings) and (2)
other persons so entitled by virtue of the rights attaching to
any other securities held by them, but subject in both cases to
such exclusions or other arrangements as the directors may deem
necessary or expedient in relation to fractional entitlements or
record dates or legal or practical problems under the laws of any
territory or the requirements of any recognized regulatory body
or stock exchange); and
(ii) any allotments (otherwise than pursuant to sub-paragraph (i)
above) of equity securities up to an aggregate nominal value not
exceeding "L"10,125,000;
(b) this power, unless, renewed, shall expire on April 27, 2010;
(c) the Company may make an offer or agreement before this power has
expired which would or might require equity securities to be allotted
after such expiry, and the directors may allot equity securities in
pursuance of such offer or agreement as if the power conferred hereby
had not expired;
(d) references (except in paragraph (f) below) to an allotment of equity
securities shall include a sale of treasury shares;
(e) upon the passing of this Resolution, the Resolution passed as
Resolution 12 at the Annual General Meeting on April 29, 2004, shall
be of no further force or effect (without prejudice to any previous
exercise of the powers granted thereby);
(f) the power in paragraph (a) above, insofar as it relates to the
allotment of equity securities rather than the sale of treasury
shares, is granted pursuant to the authority conferred by Resolution
12 above; and
(g) the nominal amount of any securities shall be taken to be, in the case
of rights to subscribe for, or convert any securities into, shares of
the Company, the nominal value of such shares which may be issued
pursuant to such rights.
14. THAT, the Company is, pursuant to section 166 of the Companies Act 1985,
hereby generally and unconditionally authorized to make market purchases
(within the meaning of section 163 of that Act) of ordinary shares of 25p
each in the capital of the Company ("Ordinary Shares") provided that:
(a) the maximum number of Ordinary Shares hereby authorized to be
purchased is 81,076,000;
(b) the minimum price which may be paid for an Ordinary Share is 25p per
Ordinary Share;
(c) the maximum price which may be paid for an Ordinary Share is an amount
equal to 105 percent of the average of the middle market price shown
in the quotations for an Ordinary Share as derived from the London
Stock Exchange Daily Official List for the five business days
immediately preceding the day on which the Ordinary Share is
contracted to be purchased;
(d) the authority hereby conferred shall expire on the earlier of July 27,
2006, and the conclusion of the next Annual General Meeting of the
Company, unless such authority is renewed prior to such time;
(e) the Company may make a contract to purchase Ordinary Shares under the
authority hereby conferred which will or may be executed wholly or
partly after the expiry of such authority, and may make a purchase of
Ordinary Shares in pursuance of any such contract; and
(f) upon the passing of this Resolution, the Resolution passed as
Resolution 13 at the Annual General Meeting on April 29, 2004, shall
be of no further force or effect (without prejudice to any previous
exercise of the authorities granted thereby).
15. THAT, Article 127 of the Articles of Association of the Company be amended
by the insertion of new Article 127.2 which shall read as follows: "The
Board shall adopt terms of reference setting out the division of
responsibilities between the roles of Chairman and Chief Executive Officer
from time to time."
16. THAT, the Memorandum and Articles of Association of the Company be amended
so as to be in the form of the Memorandum and Articles of Association
produced to the AGM and initialled by the Executive Chairman for the
purposes of identification.
BY ORDER OF THE BOARD
Michael S. Perman, Secretary
March 8, 2005
REGISTERED OFFICE:
30 Finsbury Square
London EC2A 1AG
Registered Number: 308372, England
NOTES TO THE NOTICE OF ANNUAL GENERAL MEETING
1. A shareholder entitled to attend and vote at the AGM may appoint one or
more proxies (who need not be members of the company) to attend and, on a
poll, to vote on his or her behalf. In order to be valid, an appointment of
proxy must be returned by one of the following methods:
- in hard copy form by post, by courier or by hand to the company's
Registrar, Capita Registrars, Proxy Department, The Registry, 34
Beckenham Road, Beckenham, Kent, BR3 4TU, duly completed and executed,
together with any power of attorney or other authority under which it
is signed (or a notarially certified copy thereof); or
- in the case of CREST members, by utilising the CREST electronic proxy
appointment service in accordance with the procedures set out below;
or
- via www.capitaregistrars.com using the investor code contained in the
form of proxy enclosed with this notice and in each case must be
received by the company not less than 48 hours before the time of the
AGM. The appointment of a proxy does not prevent a shareholder from
attending and voting at this AGM.
2. 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 CRESTCo's specifications and must
contain the information required for such instructions, as described in the
CREST Manual. The message, regardless of whether it relates to the
appointment of a proxy or to 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 RA10) 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 (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 2001. CREST members and, where
applicable, their CREST sponsors or voting service providers should note
that CRESTCo 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.
3. A person entered on the Register of Members at close of business on April
26, 2005, ("a shareholder") is entitled to attend and vote at the AGM
pursuant to Regulation 41 of the Uncertificated Securities Regulations
2001. Any changes to the Register of Members after such time and date shall
be disregarded in determining the rights of any person to attend and/or
vote at the AGM. If the AGM is adjourned, entitlement to attend and vote at
the adjourned AGM, and the number of votes which may be cast thereat, will
be determined by reference to the company's register of members 48 hours
before the time fixed for the adjourned AGM
4. Holders of the company's American Depositary Shares evidenced by American
Depositary Receipts may exercise their votes through the Depositary, The
Bank of New York.
5. Copies of the amended Memorandum and Articles of Association of the
company, the directors' service contracts (and/or letter of appointment)
with the company and the register of interests of the directors and their
families in the share capital of the company 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 AGM from 15 minutes prior to and during the AGM.
AMVESCAP PLC
30 Finsbury Square
London EC2A 1AG
Tel: (44) (0) 207 638 0731
Fax: (44) (0) 207 065 3962
www.amvescap.com
Company Number: 308372
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
AMVESCAP PLC
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(Registrant)
Date: 11 April, 2006 By /s/ Michael S. Perman
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(Signature)
Michael S. Perman
Company Secretary