NOTICE OF MEETING
Notice is hereby given that the ANNUAL GENERAL MEETING of The British Show Jumping Association (Association) will be held on Thursday, 30th August 2012 in the Ingestre Suite, BS/Scope Festival, Staffordshire County Showground, Weston Road, Stafford, ST18 0BD at 2.00pm for the following purposes:
- To receive the Chairman’s statement and Report of the Executive Board and the Audited Financial Statements for the year ended 31 December 2011.
- To reappoint the Auditors.
- To authorise the Directors to agree the remuneration of the Auditors.
- To pass the following special resolution:
“That the draft articles of association submitted to the meeting and for the purpose of identification signed by the Chairman thereof be and the same are hereby approved and adopted as the articles of association in substitution for and to the exclusion of all the existing articles of association of the Association.”
- If the resolution in item 4 is passed, to pass the following special resolution:
“That the draft memorandum of association submitted to the meeting and for the purpose of identification signed by the Chairman thereof be and the same is hereby approved and adopted as the memorandum of association in substitution for and to the exclusion of the existing memorandum of association of the Association.”
- If the resolution in item 4 is not passed, to appoint a President of the Association to hold office for two years with effect from 1 January 2013.
At the close of the formal business of the Annual General Meeting the following items will be dealt with:
- Chief Executive’s Report and answers to questions from members submitted to the Company Secretary 7 days prior to the meeting.
The Chief Executive and Staff from British Showjumping will be available for one hour after the meeting to meet and answer any individual questions regarding the sport in general.
NOTE: if the resolution at item 4 is not passed, the resolution at item 5 will not be tabled, and item 6 will then be moved.
BY ORDER OF THE BOARD
CHARLES PURSER IAIN GRAHAM
COMPANY SECRETARY CHIEF EXECUTIVE
BRITISH SHOW JUMPING ASSOCIATION
National Agricultural Centre
27 July 2012
Notice is hereby given that the following documents are available on The British Show Jumping Association’s website on and from the date of this notice (Documents):
The website address to access the Documents is www.britishshowjumping.co.uk/page/AGM . The Documents may be accessed on the website by clickiing the link provided above. If you do not have internet access and would like a hard copy of the Documents, please contact Nicky Dobbins, Executive Assistant at The British Show Jumping Association on +44 (0) 2476 698861.
“All members of the Association were sent their AGM notice and proxy form on 27 July 2012. Since the issue of these documents we have been made aware of a typographic error in resolution 6 on the proxy form. Please note that in resolution 6 on the proxy form the reference to “2012” should be “2013”, so that the resolution reads ‘To appoint a President of the Association to hold office for two years commencing on 1 January 2013’. We apologise for any confusion this may have caused.”Notes to the Notice of Annual General Meeting
1. Any questions on the formal business of the Annual General Meeting should be notified in writing to the Company Secretary at least seven clear days before the date fixed for the meeting so as to enable a full response to be given at the meeting.
2. Any suggestions relevant to Item 7. in the above agenda should be notified in writing to the Chief Executive or Company Secretary at least seven clear days before the date fixed for the meeting.
Appointment of proxies
3. As a member of the Association, you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote at the Meeting and you should have received a proxy form with this notice of meeting. You can only appoint a proxy using your personalised proxy form and the procedures set out in these notes and the notes to the proxy form
4. A proxy does not need to be a member of the Association but must attend the Meeting to represent you. Details of how to appoint the Chairman of the Meeting or another person as your proxy using the proxy form are set out in the notes to the proxy form. If you wish your proxy to speak on your behalf at the Meeting you will need to appoint your own choice of proxy (not the Chairman) and give your instructions directly to them.
5. If you do not give your proxy an indication of how to vote on any resolution, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the Meeting.
Appointment of proxy using hard copy proxy form
6. The notes to the proxy form explain how to direct your proxy how to vote on each resolution or withhold their vote.
To appoint a proxy you must use your personalised proxy form or a replacement form obtained from the Association (proxies produced on any other form will be rejected), which must be:
· Completed and signed in accordance with Articles 86 and 87;
· sent or delivered (by post, courier or by hand only) to ‘Gillian Slater, Wright Hassall LLP, Olympus Avenue, Leamington Spa CV34 6BF’ (proxy forms sent by fax or email are not valid and will be disregarded); and
· received, correctly addressed, at the above address no later than 24 hours before the time of the Meeting.
Any power of attorney or any other authority under which the proxy form is signed (or a duly certified copy of such power or authority) must be included with the proxy form.
Changing proxy instructions and replacement proxy forms
7. If you need a new proxy form for any reason (including changing your proxy instructions), please (i) contact Charles Graham Purser (at National Agricultural Centre, Stoneleigh Park, Kenilworth, Warwickshire, CV8 2LR) to request a new proxy form and (ii) submit the new proxy appointment as set out above. Please note that the cut-off time for receipt of proxies (see above) also apply in relation to replacement proxies; any replacement proxy received after the relevant cut-off time will be disregarded.
If you submit more than one valid proxy form, the form received last before the latest time for the receipt of proxies will take precedence.
Termination of proxy appointments
8. In order to revoke a proxy instruction you will need to inform the Association using the following method:
· By sending a signed hard copy notice clearly stating your intention to revoke your proxy appointment to ‘Gillian Slater, Wright Hassall LLP, Olympus Avenue, Leamington Spa CV34 6BF’. Any power of attorney or any other authority under which the revocation notice is signed (or a duly certified copy of such power or authority) must be included with the revocation notice.
The revocation notice must be received at the above address no later than 24 hours before the time of the Meeting.
If you attempt to revoke your proxy appointment but the revocation is received after the time specified then, unless you attend the meeting in person, your original proxy will remain valid. Appointment of a proxy does not preclude you from attending the Meeting and voting in person. If you have appointed a proxy and attend the Meeting in person, your proxy will automatically be terminated.
9. Except as provided above, members who have general queries about the Meeting should write to Charles Graham Purser at National Agricultural Centre, Stoneleigh Park, Kenilworth, Warwickshire, CV8 2LR (no other methods of communication will be accepted).
You may not use any electronic address provided either:
· in this notice of the Meeting; or
· any related documents (including the proxy form),
to communicate with the Association for any purposes other than those expressly stated.