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20/10/2016

Notice of Annual General Meeting

today's banner 290 x 141Notice of Annual General Meeting of the Members of Today’s Wholesale Services Limited

The Annual General Meeting will be held at:

King George V Room,

Hilton London Paddington,

Praed Street,

London,

W2 1EE

 

Company Number: 7727182

The Companies Act 2006 

Company Limited by Shares 

 NOTICE OF ANNUAL GENERAL MEETING OF THE MEMBERS OF

TODAY’S WHOLESALE SERVICES LIMITED

(the “Company”) 

Circulation Date: 24th October 2016 

Notice is hereby given that the Annual General Meeting of the Company will be held at King George V Room, Hilton London Paddington, 146 Praed Street, London W2 1EE on Wednesday 23rd November 2016 at 3:00pm to transact the following business:

ORDINARY RESOLUTIONS

  1. To receive and approve the Accounts of the Company for the accounting period ending 31 March 2016 together with the reports thereon of the Directors and Auditors of the Company.
  2. To consider the appointment of any new directors[1] and the re-appointment of the directors detailed overleaf who, in accordance with the current Articles of Association of the Company, are required to retire and who have offered themselves for re-election as Directors of the Company.
  3. To reappoint Ernst & Young LLP as Auditors of the Company to hold office from the conclusion of this meeting until the end of the next period for appointing auditors under section 485(2) of the Companies Act 2006.
  4. To authorise the Directors to agree and remuneration of the Auditors as they see fit.

By order of the Board

John Schofield

John Schofield

Director

For and on Behalf of:

TODAY’S WHOLESALE SERVICES LIMITED

Notes to the Notice of Annual General Meeting

  1. Vacancies on the Board

There are vacancies for four directors on the Board.

Messrs John Colton, Simon Hannah, Manoher Mulchandani and Nicholas Ramsden, each of whom are required to retire by rotation, have offered themselves for re-election.

In the event that the total number of nominations for election of directors to the Board and retiring directors offering themselves for re-election exceeds four, a secret ballot will be held to determine which of the nominees and retiring directors who have offered themselves for re-election and election are to be appointed.

The appointment of each nominee and retiring director who has offered themselves for election/re-election has to be supported by a simple majority of the Members present (whether in person or by proxy) and entitled to vote at the Annual General Meeting.

  1. Time Periods for and Nomination of Directors

Please note that the current Articles of Association of the Company (Articles) provide that:-

“9.5      No person other than a Wholesale Director retiring by rotation shall be appointed or reappointed (pursuant to Article 9.3) as a Wholesale Director at any annual general meeting unless:-

9.5.1    not less than 14 nor more than 35 clear days before the date appointed for the annual general meeting, notice executed by two or more Shareholders qualified to vote at the meeting has been given to the Company of the intention to propose that person for appointment or re-appointment stating the particulars which would, if he were so appointed or reappointed be required to be included in the Company’s register of directors together with notice executed by that person of his willingness to be appointed or reappointed; and

9.5.2    such person is either a Shareholder or an employee, consultant or director of a Shareholder.”

There are no set forms for either the nomination of directors or confirmation from a nominee that they are willing to act, but pro forma standard forms are available from John Schofield at john.schofield@todays.co.uk on request.

  1. Additional Nominations of Directors

Prior to the Annual General Meeting proxy forms will be distributed to members giving details of those nominations which have been received from members in accordance with the Articles for the appointment of directors and those retiring directors who have offered themselves for re-election.

  1. Appointment of proxies

As a member of the Company, 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 the procedures set out in these notes and the notes to the proxy form.

A proxy does not need to be a member of the Company 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.

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.

  1. Appointment of proxy using hard copy proxy form

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 using the proxy form, the form must be:

  • completed and signed;
  • sent or delivered to the Company at 3 Carolina Court, Wisconsin Drive, Doncaster, South Yorkshire DN4 5RA for the attention of John Schofield; and
  • received by the Company no later than 24 hours before the Meeting.

In the case of a member which is a company, the proxy form must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company.

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.

  1. Electronic appointment of proxies

As an alternative to completing the hard-copy proxy form, you can appoint a proxy electronically. In order for an electronic proxy appointment to be valid your appointment must be received by the Company no later than 24 hours before the Meeting.

The email address for which to send an electronic proxy appointment is john.schofield@todays.co.uk.

  1. Changing proxy instructions

To change your proxy instructions simply submit a new proxy appointment using the methods set out above. Note that the cut-off time for receipt of proxy appointments (see above) also apply in relation to amended instructions; any amended proxy appointment received after the relevant cut-off time will be disregarded.

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 John Schofield at the Company by email at john.schofield@todays.co.uk.

If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence.

  1. Termination of proxy appointments

In order to revoke a proxy instruction you will need to inform the Company using one of the following methods:

  • By sending a signed hard copy notice clearly stating your intention to revoke your proxy appointment to John Schofield, Today’s Wholesale Services Limited, 3 Carolina Court, Wisconsin Drive, Doncaster, South Yorkshire DN4 5RA. In the case of a member which is a company, the revocation notice must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company. 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.
  • By sending an email to John Schofield at schofield@todays.co.uk.

In either case, the revocation notice must be received by the Company no later than 48 hours before the Meeting.

If you attempt to revoke your proxy appointment but the revocation is received after the time specified then, subject to the paragraph directly below, your proxy appointment 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 appointment will automatically be terminated.

  1. Communication

Except as provided above, members who have general queries about the Meeting should contact John Schofield, Company Secretary, either on 0844 247 0700 or by email at john.schofield@todays.co.uk (no other methods of communication will be accepted).

You may not use any electronic address provided either:

  • in this notice of Annual General Meeting; or
  • any related documents (including the proxy form),

to communicate with the Company for any purposes other than those expressly stated.

[1] Please see the notes overleaf for details of the number of vacancies on the Board, the time periods for the nomination of any proposed new directors and the notification of nominations of Directors.

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