Notice of Annual General Meeting
of The Professional Contractors Group Limited

Company number 3770926 (PCG Ltd)

Notice is hereby given that the second ANNUAL GENERAL MEETING of PCG Ltd will be held at 10.30 am on 13 October 2001 at York Viking Moat House, North Street, York, North Yorkshire, YO1 1JF As a member of PCG Ltd you are entitled to attend and vote at the AGM. The AGM is being held in conjunction with the second annual conference of PCG:

There is no charge to attend the AGM, but there is a fee for the rest of the conference. If you wish to attend the AGM and/or the conference please fill in and return the booking form available here.

Please fill in the booking form even if you are attending only the AGM so we know how many members will be attending. (If you are unable to print the programme, please email [email protected] giving your name, address and username).

Proxy:

If you are NOT attending the AGM in person you may vote by proxy by completing and returning the proxy form at the bottom of this message.

Unfortunately (for legal reasons) we cannot accept an email reply.

If you are unable to print the proxy form and require one to be sent by post, please email [email protected] giving your name, address and username.

Agenda

Ordinary resolutions: The following resolutions are proposed as ordinary resolutions

1. To receive and resolve on the Report of the Board of Directors in respect of the Company for the period ending 30 April 2001.

2. To receive and resolve on the Company Accounts for the period ending 30 April 2001.

3. To resolve to re-appoint Hopper Williams & Bell as Auditors of the Company. The Company Accounts can be be viewed on the PCG website:

https://www.pcgroup.org.uk/members/resources/PCG_Final_Accounts_April2001.pdf

Members who are unable to access the accounts in this way may request a Copy as a PDF attachment to a direct email, or ask for a hard copy of the accounts. Please send an email to [email protected] or write to the address below.

Special Resolution:

The following resolution is proposed as a special resolution:

(A) To amend the articles of association as follows:
(i) In 47 delete 'Annual General Meetings' and insert 'Consultative Council Elections',
(ii) Delete section currently shown as 64

(a) which states that: "(a) ceases to be a Director by virtue of any provision of the Act or he becomes prohibited by law from being a Director; or " and to renumber and amend references. Explanation: This is a 'bug fix' release of the articles. Last year we amended the articles at an EGM to decouple CC elections from the AGM. One stray reference to the AGM survived in a context where it no longer makes sense, and this is fixed by amendment

(i). Amendment
(ii) removes section 64
(a,) which requires that a director who is disqualified, for example because of imprisonment, conviction or fraud, also ceases to be a CC member. This is inconsistent because a CC member who was not a director would remain a CC member in those circumstances. This does not affect disqualification as a director, because that is a matter of law. A copy of the memorandum and articles with the proposed changes highlighted can be viewed using the following link:

https://www.pcgroup.org.uk/members/resources/Proposed_Article_Changes.pdf

Original Articles of Association can be found here:

https://www.pcgroup.org.uk/resources/articles_of_association_vn2.pdf

21 September 2001
NOTICE OF APPOINTMENT OF PROXY AT ANNUAL GENERAL MEETING BALLOT NUMBER: 3099214 I,

Mark Roderick of:
Building 2,
Shamrock Quay
Southampton
Hampshire
United Kingdom
SO14 5QL

Being a Member of Professional Contractors Group Limited Hereby appoint: (delete as appropriate)

The Chairman of the Company (or failing him any other duly appointed chairman of the meeting),

OR

The person indicated below who is a member of the PCG (PROXY'S NAME) of (PROXY'S ADDRESS) as my proxy to vote in my name and on my behalf at the Annual General Meeting of the Company to be held on 13th October and at any adjournment thereof.

(Note: If you specify an alternative proxy it is up to you to ensure that the proxy attends the meeting. Otherwise your vote will not be cast).

This form of proxy is to be used in respect of the resolutions mentioned below as follows: (Indicate by circling whichever is desired)

Resolution (1) for____________________against_________________

Resolution (2) for____________________against_________________

Resolution (3) for____________________against_________________

Special
Resolution (A) for____________________against_________________

Unless instructed to vote in a particular way the proxy holder may vote as he thinks fit or abstain from voting.

Signed this

day of

in the year

Mark Roderick

This proxy form should be printed, completed and signed, and returned by post to the Company at the address below.

PCG (AGM)
Building 2,
Shamrock Quay,
William Street,
Southampton
SO14 5QL

This form must be received by the Company on or before midday 11 October 2001.