J. SMART & CO. (CONTRACTORS) PLC NOTICE IS HEREBY GIVEN that the ANNUAL GENERAL MEETING of the Company will be held at the Registered Offi ce, 28 Crarn ond Road South, Edinburgh on 17th December 2015 at 12 noon, for the following purposes:
I . To receive and consider the Statement of Accounts for the year ended 31st July 2015 and the Report of the Directors and the Report of the Auditors.
To approve the Directors' Remuneration Repoit for the fi nancial year ended 3 L st July 201 5 as set out on pages 19 to 24 in the Annual Report.
To declare a Final Dividend of 2.1 Op per share.
To re-elect John R Smait as a Director, who retires i n accordance with provision B.7.1 of the UK Corporate Governance Code.
To re-elect French Duncan LLP as A uditors.
To authorise the Directors to determine the remuneration of the Auditors.
To authorise the Company, via a special resolution. for the purposes of section 70 l of the Compan ies Act 2006 to make one or more market purchases (as defined in section 693(4) of the Companies Act 2006) of its ordinary shares of 2p each (Ordinary Shares), such power to be limited to a maximum of 4,597,390 Ordinary Shares. The Company cannot pay a price per Ordinary Share which is less than the nominal value of 2p per Ordinary Share and the maximum price that may be paid is the higher of an amount equal to 5% above the average market value of the Company 's equity shares for the five business days prior to the day the purchase is made and the higher of the price of the last independent trade and the highest current independent bid on the trading venues where the purchase is carried out. This authority is to apply until the end of next year's Annual General Meeti ng (or, if earlier, unti l the close of business on 17th March 2017) but the Company may enter into a contract to purchase Ordinary Shares which will or may be completed or executed wholly or partly after the authority ends, the Company may purchase these Ordinary Shares pursuant to any such contract as if the authority had not ended. Under this authority any shares purchased by the Company will be cancelled.
To transact any other business of an Annual General Meeting.
Explanatory notes providing information in relation to each of the proposed resolutions in this Notice of Meeting can be found on the Com pany's website www.jsmait.co. uk.
A member entitled to attend and vote at this Meeting is entitled to appoint one or more proxies to attend and vote on a poll instead of him. A proxy need not be a mem ber. Forms of proxy, if used, must be lodged with the Registrars of the Company at least 48 hours before the time fixed for the Meeting. Forms of proxy may also be lodged electronically by subm itting a duly completed scanned copy of the proxy card toproxy.votes@equiniti.com.You may not use the electronic address provided either in this Notice of Meeting or any related documents (including the Form of Pro:x-y) to communicate with the Company for any purpose other than that expressly stated.
In accordance with section 3 1 1 A of the Companies Act 2006, the contents of this Notice of Meeting, detai ls of the total number of shares in respect of wh ich members are entitled to exercise voti ng rights at the Annual General Meeting (AGM) and, if applicable, any members' statements, members' resol utions or members' matters of business received by the Company after the date of this Notice will be available on the Company's website.
Pursuant to section 3 I 9A of the Companies Act 2006, the Company must cause to be answered at the AGM any question relating to the business being dealt with at the AGM which is put by a member attending the meeting, except in certain circumstances, including if it is undesirable in the interests of the Company or the good order of the Meeting that the question be answered or if to do so would involve the disclosure of confidential information.
BY ORDER OF THE BOARD OF DIRECTORS PATRICIASWEENEY
Company Secretary
28 Cramond Road South, Edinburgh
EH4 6AB
17th November 2015
2
J. Smart & Co. (Contractors) PLCThe Board of Directors asks that the shareholders receive the Statement of Accounts, the Report of the Directors and the Report of the Auditors for the year ended 31st July 2015 .
Approval of the Directors' Remuneration Report as set out on pages 19 to 24 of the Annual Report. The report sets out the pay and benefits received by each Director for the year ended 31st July 2015. This vote is advisory only and will not affect the way the Directors have been remunerated.
The Board of Directors proposes a final dividend of 2.10p per share for the year ended 31st July 2015 .If approved the recommended dividend will be paid on 21st December 2015 to all shareholders who are on the register of members on 27th November 2015 .
In accordance with provision B.7.1 of the UK Corporate Governance Code, John R Smart seeks re election as a Director.
The Board of Directors recommends that French Duncan LLP be re-appointed as auditors of the Company and proposes that the Board of Directors be authorised to determine the remuneration of the Auditors.
Authority is sought for the Company to purchase up to 10% of its issued ordinary shares of 2p, renewing the authority granted by the shareholders at previous Annual General Meetings.
The minimum price, exclusive of expenses, which may be paid for a share is 2p. The maximum price, exclusive of expenses, which may be paid for an ordinary share is the higher of an amount equal to 5% above the average market value of the Company's equity shares for the five business days prior to the day the purchase is made and the higher of the price of the last independent trade and the highest current independent bid on the trading venues where the purchase is carried out.
Shares purchased under this authority by the Company will be cancelled.
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