J. SMART & CO. (CONTRACTORS) PLC J. SMART & CO. (CONTRACTORS)PLC
ANNUAL REPORT AND
STATEMENT OF ACCOUNTS TO
31stJULY 2015
J. Smart & Co. (Contractors) PLCJohnM Smart,Chairman and Managing Director
DaviDW SmartalaSDairh roSSJohnr Smart
PatriciaSweeney
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Smart & Co. (Contractors) PLC
NOTICE IS HEREBY GIVEN that the ANNUAL GENERAL MEETING of the Company will be held at the Registered Office, 28 Cramond Road South, Edinburgh on 17th December 2015 at 12 noon, for the following purposes:
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 Report for the financial year ended 31st July 2015 as set out on pages 19 to 24 in the Annual Report.
To declare a Final Dividend of 2.10p per share.
To re-elect John R Smart as a Director, who retires in accordance with provision B.7.1 of the UK Corporate Governance Code.
To re-elect French Duncan LLP as Auditors.
To authorise the Directors to determine the remuneration of the Auditors.
To authorise the Company, via a special resolution, for the purposes of section 701 of the Companies 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 Meeting (or, if earlier, until 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 Company's website www.jsmart.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 member. 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 submitting 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 Proxy) to communicate with the Company for any purpose other than that expressly stated.
In accordance with section 311A of the Companies Act 2006, the contents of this Notice of Meeting, details of the total number of shares in respect of which members are entitled to exercise voting rights at the Annual General Meeting (AGM) and, if applicable, any members' statements, members' resolutions 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 319A 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
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