SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of APRIL, 2006
-------------------------------
Commission File Number 001-13908
---------
AMVESCAP PLC
----------------------------------
(Translation of registrant's name into English)
30 Finsbury Square, London EC2A 1AG, ENGLAND
--------------------------------------------------
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports
under cover Form 20-F or Form 40-F:
Form 20-F__X__ Form 40-F____
Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(1): ____
Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(7): ____
Indicate by check mark whether by furnishing the information contained in this
Form, the registrant is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934.
Yes____ No__X__
If "Yes" is marked, indicate below the file number assigned to the registrant
in connection with Rule 12g3-2(b):
-------
Description of document filed: Notice of AGM 2003
------------------
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
The value of shares and the income from them can fall as well as rise and you
may not recover the amount of money you invest. You should not regard any of the
information provided in this document as a recommendation to buy or hold shares
in AMVESCAP PLC.
If you are in any doubt about the action to be taken, you should immediately
consult your stockbroker, solicitor, or accountant or other independent
financial adviser authorized under the Financial Services and Markets Act 2000.
If you have sold or transferred your holding of shares in AMVESCAP PLC, please
send this document and the accompanying form of proxy at once to the purchaser
or transferee or to the stockbroker, bank or other agent through whom the sale
or transfer was effected, for transmission to the purchaser or transferee.
AMVESCAP PLC
NOTICE OF ANNUAL GENERAL MEETING
TO BE HELD ON APRIL 30, 2003.
Notice of the Annual General Meeting of AMVESCAP PLC to be held at the
registered office of AMVESCAP, 7th Floor, 30, Finsbury Square London EC2A 1AG,
on April 30 2003 at 11:30 am, is set out on pages 6 to 7 of this document.
Shareholders are requested to complete the accompanying form of proxy for use at
the Annual General Meeting and return it to the Company's Registrars, Capita
Registrars (Proxies), PO Box 25, Beckenham, Kent BR3 4BR so as to be received as
soon as possible and, in any event, not later than 48 hours before the time
appointed for holding the Annual General Meeting. The return of a form of proxy
will not preclude a shareholder from attending and voting in person at the
Annual General Meeting.
Arrangements have been made for shareholders to lodge their proxy via the
Registrars' website, www.capitaregistrars.com by using the investor code
contained on the form of proxy enclosed with this notice. The lodging of a proxy
via this means will not preclude a shareholder from attending and voting in
person at the Annual General Meeting.
AMVESCAP PLC
(REGISTERED AND INCORPORATED IN ENGLAND NO. 308372)
Directors:
C.W. Brady (Executive Chairman)
R.D. Adams
Sir John Banham
The Hon. M. D. Benson
J.R. Canion
M.J. Cemo
G.T. Crum
R.H. Graham
H.L. Harris Jr.
D Kessler
B. Longstreth
R.F. McCullough
S.K. West
Secretary:
M.S. Perman
Registered Office:
30 Finsbury Square
London EC2A 1AG
March 14, 2003
To holders of Ordinary Shares of 25p each in the capital of the Company
DEAR SHAREHOLDER,
Annual General Meeting
I am writing to invite you to join us at this year's Annual General Meeting of
the Company to be held at 11:30 am on Wednesday April 30, 2003 on the 7th Floor
of our new corporate headquarters at 30, Finsbury Square, London EC2A 1AG, and
to explain the proposals which shareholders are invited to approve at the Annual
General Meeting. The formal Notice of Meeting and resolutions to be proposed are
set out on pages 6 to 7 of this document.
Directors' Power to Allot Shares
There will be proposed as Resolution 6 a continuance of the directors' authority
to allot the present unissued share capital of the Company (up to a maximum of
255,541,564 ordinary shares) comprising approximately 32 per cent of the
Company's issued ordinary share capital on March 14, 2003. Resolution 7 will be
proposed as a Special Resolution to renew the directors' authority to allot
equity securities for cash otherwise than strictly pro-rata to existing
shareholders in the case of a rights issue and also otherwise than to existing
shareholders up to a maximum of 39,722,900 ordinary shares being approximately 5
percent of the issued ordinary share capital on
March 14, 2003. The authorities conferred by the Resolutions 6 and 7 will lapse
on April 29, 2008.
Although the directors have no present intention of utilizing these authorities
they would take into account the best interests of shareholders generally in
reviewing any future circumstances which would result in the issuance of shares.
Power to Purchase Shares
At the Annual General Meeting a Special Resolution (No.8 ) will be proposed to
enable the Company to purchase in the market up to a maximum of 79,445,800
ordinary shares for cancellation (approximately 10.0 percent of the issued share
capital) at a minimum price of 25p per share and a maximum price per share of
not more than 5 percent above the average of the middle market quotation for an
ordinary share as derived from the London Stock Exchange Daily Official List for
the five business days immediately prior to the date of such purchase.
If approved, the directors will use the authority, which will be conferred by
the Resolution, with discretion, and with a view to enhancing shareholder value.
Purchases will only be made in the light of market conditions prevailing at the
time and where the Directors consider this will result in an increase in
earnings per share and will be in the best interests of shareholders generally.
Any purchases made by the Company will be announced by no later than 8:30 am on
the business day following the transaction.
There are a total of 120,514,618 ordinary shares over which options to subscribe
for equity shares outstanding as at March 14, 2003, (being the latest
practicable date prior to publication of the enclosed Notice of Annual General
Meeting) have been granted under the AMVESCAP Executive No 3 Share Option and
AMVESCAP 2000 Share Option Plans, representing 15.17 per cent of the issued
share capital at that date. Such options would represent 16.83 per cent of the
issued share capital of the Company if the full authority to buy back shares
given by Resolution 7 of the Annual General Meeting of April 26, 2002 had been
used, and 16.85per cent of the issued share capital of the Company if the full
authority being sought pursuant to Resolution 7 in the Notice of Annual General
Meeting of April 30, 2003 is used.
Amendments to Articles of Association
There will be proposed as Resolution 9 the adoption of new Articles of
Association, in order to bring them in line with current best practice and, in
particular, the Uncertified Securities Regulations 2001 and the Combined Code on
Corporate Governance. Details of the four principal Board Committees including
the Nomination and Board Governance Committee which is responsible for, inter
alia, examining board governance and effectiveness, are described in the
AMVESCAP 2002 annual report. Resolution 9 will be proposed as a special
resolution.
Re-Election of Directors
The directors retiring by rotation are The Hon. Michael D. Benson, Mr Michael J
Cemo and Mr Gary T Crum. Special notice has also been given in respect of a
resolution to propose for re-election Mr. Stephen K. West, who is over the age
of 70 years. Mr. Michael Cemo and Mr. Gary Crum will not be seeking re-election
to the board and will retire with effect from the conclusion of the Annual
General Meeting. The Hon. Michael Benson and Mr. Stephen West, being eligible,
offer themselves for re-election. Biographies for the directors seeking
re-election are set out below.
THE HON. MICHAEL D. BENSON 59 Vice Chairman, Chairman, INVESCO Division (UK)
Michael Benson has served as Vice Chairman of the Board of Directors of AMVESCAP
since February 2001, a Director of AMVESCAP since 1994, Chief Executive Officer
of INVESCO Global
since 1997, and Chief Executive Officer of the Asian region from 1994 to 1997.
He began his career in the securities industry in 1963 and held senior positions
at Lazard Brothers Ltd., Standard Chartered Bank and Capital House Investment
Management.
STEPHEN K WEST (74) Non-Executive, USA
Stephen West has served as a Non-Executive Director of AMVESCAP since 1997 Mr.
West was a Director of AIM from 1994 through 1997, when AIM was merged with a
subsidiary of AMVESCAP. From 1964 to 1998 he was a partner of Sullivan &
Cromwell, based in New York and he is presently senior counsel to the firm. Mr
West serves on the Boards of Directors of the Pioneer Funds and the Swiss
Helvetia Fund, Inc. He is a graduate of Yale University and the Harvard Law
School. Mr. West has long specialised in advising investment management firms
and international financial institutions. His considerable experience in the
financial services sector is considered to be an asset to the Company and that
it is accordingly desirable for him to seek re-election. Pursuant to the
Companies Act 1985, the appointment of any director over the age of 70 years
requires the approval of the Company in general meeting.
Biographies for all the current directors of the Company can be found on page 40
in the AMVESCAP 2002 Annual Report.
Documents available for inspection
Copies of the full terms of the proposed amendments to the Articles of
Association of the Company, together with copies of the directors' service
contracts with the Company and any of its subsidiaries,and the register of
directors' interests are available for inspection by any person at the Company's
registered office, 30 Finsbury Square, London EC2A 1AG during normal business
hours on any weekday (Saturdays and public holidays excepted) and will also be
available at the venue of the Annual General Meeting to any person for at least
15 minutes prior to, and until the conclusion of, the Meeting.
Action to Be Taken
You will find enclosed a form of proxy in respect of the Annual General Meeting.
Whether or not you intend to be present at the Meeting, you are requested to
complete the form of proxy and return it so as to reach Capita Registrars
(Proxies) PO Box 25, Beckenham, Kent BR3 4BR as soon as possible and, in any
event, not later than 48 hours before the time appointed for the Meeting.
Completion and return of the form of proxy will not preclude you from attending
and voting in person at the Meeting.
AMVESCAP can also now offer shareholders the opportunity to cast their votes
electronically in respect to the forthcoming AMVESCAP Annual General Meeting on
April 30, 2003. AMVESCAP has made arrangements with its registrars, Capita
Registrars, to enable shareholders to lodge their proxy via their website at
www.capitaregistrars.com. Your proxy card, enclosed with this Notice of Annual
General Meeting, will contain your own personal investor code, which you will
need in order to register your vote over the web.
Yours faithfully,
------------------------------------
Charles W. Brady, Executive Chairman
APPENDIX 1
SUMMARY OF PROPOSED CHANGES TO THE ARTICLES OF ASSOCIATION OF THE COMPANY
The current Articles of Association of the Company were adopted on 26 April
2002, since when the Uncertified Securities Regulations 2001 have been
introduced. Accordingly, it is proposed that new Articles of Association be
adopted to conform with current legislation and best practice. The opportunity
is also being taken to remove certain provisions which are redundant or which
are merely repetitive of legislation already binding of the Company.
A summary of the principal changes between the current Articles of Association
and the proposed new Articles of Association are set out below:
CURRENT ARTICLE NO. NEW ARTICLE NO. CHANGE
------------------- --------------- ------
9 9 The provision prohibiting the purchase
of own shares without class approval
of convertibles has been deleted as it
is no longer a mandatory Listing Rule
articles requirement.
13 13 The provision restricting the amount
of commission payable on the issue of
shares has been deleted.
-- 16-20, These provisions have been adopted to
take into account uncertified shares
in accordance with the Uncertified
Securities Regulations 2001.
24-26, 28, 30-31, 29-31, 33, 35-36, Consequential changes have been made
59, 147 64, 168 as a result of the Uncertified
Securities Regulations 2001.
-- 65-68 These provisions have been added to
take into account untraced
shareholders.
-- 74, 78, 79 These provisions have been added to
reflect current best practice in the
management of meetings
103 115 Amendments have been made to reflect
current best practice in relation to
the disqualification of directors.
-- 116 This article has been added to take
into account the provisions of the
Combined Code (appended to the Listing
Rules of the UK Listing Authority), so
that directors must submit themselves
for re-election at least every third
annual general meeting after the one
at which he was elected/re-elected.
-- 157 This article has been added to reflect
current best practice provisions in
relation to directors power to
purchase insurance.
-- 159 This article has been added as a
consequence of the Electronic
Communications Act 2000, allowing the
affixing of signatures to certificates
and instruments by the mechanical or
electronic means.
NOTICE OF ANNUAL GENERAL MEETING
AMVESCAP PLC
NOTICE IS HEREBY GIVEN that the sixty-eighth Annual General Meeting of AMVESCAP
PLC will be held on the 7th Floor of the Registered Office of the Company at 30,
Finsbury Square, London EC2A 1AG on Wednesday, April 30, 2003 at 11:30 am for
the following purposes:-
AS ORDINARY BUSINESS:
1. To receive and adopt the accounts for the year ended December 31, 2002, and
the reports of the directors and auditors thereon.
2. To receive and adopt the Report of the Board on Remuneration
3. To declare a final dividend.
4. Election of Directors.
(a) To re-elect The Hon. Michael D. Benson as a director of the Company,
who retires by rotation,
(b) To re-elect Stephen K. West as a director of the Company, a director
over 70 years who is seeking re-election pursuant to Section 293 of the
Companies Act 1985.
5. To re-appoint Ernst & Young LLP as auditors to hold office from the
conclusion of the meeting to the conclusion of the next meeting at which
accounts are laid before the Company, and authorize the directors to fix their
remuneration.
AS SPECIAL BUSINESS:
To consider and if thought fit pass the following resolutions of which
Resolution 6 will be proposed as an Ordinary Resolution and Resolutions 7, 8 and
9 will be proposed as Special Resolutions.
ORDINARY RESOLUTION
6. THAT, in substitution for all existing authorities, to the extent unused, the
directors of the Company be and they are hereby, generally and unconditionally,
authorized in accordance with section 80 of the Companies Act 1985 to exercise
all the powers of the Company to allot relevant securities (as defined in
sub-section (2) of that section) up to an aggregate nominal amount of
"L"63,885,391 provided that:
(a) this authority unless renewed or revoked shall expire on April 29, 2008,
save that the Company may before such expiry make an offer or agreement which
would or might require relevant securities to be allotted after such expiry and
the directors may allot relevant securities in pursuance of such offer or
agreement as if this authority had not expired; and
(b) upon the passing of this Resolution, the Resolution passed as Resolution 5
at the Annual General Meeting on April 26, 2002 shall be of no further force or
effect (without prejudice to any previous exercise thereof).
SPECIAL RESOLUTIONS
7. THAT subject to the passing of Resolution 6 above:
(a) the directors of the Company be and are hereby empowered pursuant to section
95 of the Companies Act 1985 to allot equity securities (as defined in section
94 of the Companies Act 1985) for cash pursuant to the authority conferred on
them by such Resolution 6 above as if section 89(1) of that Act did not apply to
such allotment provided that the power conferred by this Resolution shall be
limited to:
(i) any allotment of equity securities in connection with a rights issue being
an offer of equity securities by way of rights to the holders of ordinary shares
in the capital of the Company (of any class) on the relevant register on a fixed
record date in proportion (as nearly as may be) to the respective holdings of
ordinary shares to whom the offer is made (subject to such exclusions or other
arrangements as the directors may deem necessary or expedient in relation to
fractional entitlements or record dates or legal or practical problems under the
laws of any territory or the requirements of any recognized regulatory body or
stock exchange); and
(ii) any allotments (otherwise than pursuant to sub-paragraph (i) above) of
equity securities up to an aggregate nominal value not exceeding "L"9,930,725;
(b) this power, unless, renewed, shall expire on April 29, 2008;
(c) the Company may make an offer or agreement before this power has expired
which would or might require equity securities to be allotted after such expiry
and the directors may allot equity securities in pursuance of such offer or
agreement as if the power conferred hereby had not expired.
(d) upon the passing of this Resolution, the Resolution passed as Resolution 6
at the Annual General Meeting on April 26, 2002 shall be of no further force or
effect (without prejudice to any previous exercise thereof); and
8. THAT, the Company is, pursuant to section 166 of the Companies Act 1985,
hereby generally and unconditionally authorized to make market purchases (within
the meaning of section 163 of that Act) of ordinary shares of 25p each in the
capital of the Company ("ordinary shares") provided that:
(a) the maximum number of ordinary shares hereby authorized to be purchased is
79,445,800;
(b) the minimum price which may be paid for an ordinary share is 25p per
ordinary share;
(c) the maximum price which may be paid for an ordinary share is an amount equal
to 105 percent of the average of the middle market price shown in the quotations
for an ordinary share as derived from the London Stock Exchange Daily Official
List for the five business days immediately preceding the day on which the
ordinary share is contracted to be purchased;
(d) the authority hereby conferred shall expire on the earlier of October 29,
2004 and the conclusion of the next Annual General Meeting of the Company,
unless such authority is renewed prior to such time;
(e) the Company may make a contract to purchase ordinary shares under the
authority hereby conferred which will or may be executed wholly or partly after
the expiry of such authority, and may make a purchase of ordinary shares in
pursuance of any such contract; and
(f) upon the passing of this Resolution, the Resolution passed as Resolution 7
at the Annual General Meeting on April 26, 2002 shall be of no further force or
effect (without prejudice to any previous exercise thereof).
9. THAT, the new Articles of Association in the form contained in the draft
Articles of Association produced to the meeting and initialled by the Executive
Chairman for the purposes of identification be adopted as the articles of
association of the Company in substitution for and to the exclusion of all
previous articles of association.
By Order of the Board
Michael S. Perman, Secretary
March 14, 2003
Registered Office:
30, Finsbury Square
London EC2A 1AG
Registered Number: 308372, England
Notes
1. A person entered on the Register of Members at close of business on April 28,
2003 ("a member") is entitled to attend and vote at the Meeting pursuant
toRegulation 34 of the Uncertificated Securities Regulations 1995. Any changes
to the Register of Members after such time and date shall be disregarded in
determining the rights of any person to attend and/or vote at the Meeting.
2. Every member entitled to attend and vote is entitled to appoint a proxy or
proxies to attend and, on a poll, vote instead of him or her. A proxy need not
be a member of the Company. A form of appointment of proxy is enclosed.
Completion and return of a form of proxy does not prevent a member from
attending and voting at this meeting.
3. To be effective, the form of appointment of proxy, duly completed and
executed, together with any power of attorney or other authority under which it
is signed (or a notarially certified copy thereof) must be lodged at the office
of the Company's registrars,Capita Registrars (Proxies), P.O. Box 25, Beckenham,
Kent BR3 4BR, by not later than 11:30 am on April 28, 2003.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
AMVESCAP PLC
--------------------------
(Registrant)
Date: 11 April, 2006 By /s/ Michael S. Perman
---------------------- -----------------------
(Signature)
Michael S. Perman
Company Secretary