Pressemitteilung vom 17.05.2002
The following resolutions were adopted by Shareholders at Dialog Semiconductor’s third Annual General Meeting:
(1) |
THAT the audited accounts of the Company for the year ended 31st December 2001 and the reports from the Directors and Auditors thereon now laid before this meeting be and they are hereby received. The Directors do not propose to declare a dividend.
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(2) |
THAT KPMG be and are hereby re-appointed Auditors of the Company to hold office until the next General Meeting at which accounts are laid before the Company.
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(3) |
THAT the Directors be and are hereby authorised to agree the remuneration of the Auditors.
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(4) |
THAT Michael Glover, retiring pursuant to Article 82 of the Company's Articles of Association (hereinafter every reference to an 'Article' shall mean an Article of the Company's Articles of Association), be and he is hereby re-elected a Director of the Company.
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(5) |
THAT Tim Anderson, retiring pursuant to Article 82, be and he is hereby re-elected a Director of the Company.
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(6) |
THAT Michael Risman, retiring pursuant to Article 82, be and he is hereby re-elected a Director of the Company.
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(7) |
THAT Rule 2.1 of the Rules of the Company's Employee Share Option Scheme be amended to increase the limit on the number of shares the subject of unexercised options, from time to time, to not more than 15% (fifteen per cent), after issue, of the issued share capital of the Company from time to time.
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(8) |
THAT the Directors be and they are hereby empowered pursuant to section 95 of the Companies Act 1985 (the 'Act') to allot equity securities for cash pursuant to the authority conferred by Article 6.1 as if section 89(1) of the Act did not apply to any such allotment, provided that this power shall be limited to the allotment of equity securities:
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(a) |
in connection with an offer of such securities by way of rights to holders of ordinary shares in proportion (as nearly as may be practicable) to their respective holdings of such shares, but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or any legal or practical problems under the laws of any territory, or the requirements of any regulatory body or stock exchange; and
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(b) |
otherwise than pursuant to sub-paragraph (a) above up to an aggregate nominal amount of £220,345
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and shall expire on the conclusion of the next Annual General Meeting of the Company after the passing of this resolution or fifteen months from the date of this resolution, whichever is earlier, save that the Company may, before such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of any such offer or agreement notwithstanding that the power conferred hereby has expired and in this resolution the expression 'equity securities' and references to the allotment of equity securities shall bear the same respective meanings as in section 94 of the Act. | |
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