Annual Report and Accounts

11 Apr 2008 17:17

Cookson Group PLC11 April 2008 11 April 2008 Cookson Group plc Pursuant to paragraph 9.6.1 of the Listing Rules, two copies of the followingdocuments have been submitted to the UK Listing Authority (the "UKLA") and willshortly be available for inspection at the UKLA's Document Viewing Facility,which is situated at: Financial Services Authority25 The North ColonnadeCanary WharfLondonE14 5HSTel. no. + 44 (0) 20 7066 1000 - Annual Report for the year ended 31 December 2007 (the "2007 Annual Report") - Notice of Annual General Meeting to be held on 15 May 2008 - Form of proxy for the Annual General Meeting to be held on 15 May 2008 - Letter regarding availability of the 2007 Annual Report on the Company's website The Company is proposing two special resolutions pertaining to the amendment ofthe Articles of Association (the "Articles") at the forthcoming Annual GeneralMeeting (the "AGM"). In accordance with paragraph 6.1.2 of the Disclosure andTransparency Rules, drafts of the Company's Articles incorporating theamendments to be proposed at the AGM, some of which are to take effect from 15May 2008 and others to take effect from 1 October 2008, have also been submittedto the UKLA. A summary of the resolutions, the reasons they are being proposed and theproposed changes to the Articles are set out below: Resolution 14 proposes the adoption of a number of amendments to the Articleswith effect from the close of the AGM. These changes relate primarily to theprovisions of the Companies Act 2006 (the "2006 Act") and, in common with manyother companies, the Company is proposing to make these changes to address anyinconsistencies between the Articles and the parts of the 2006 Act which havealready been enacted, to remove provisions in the Articles which duplicatematters now dealt with in the 2006 Act and to allow the Company to takeadvantage of certain helpful deregulatory measures introduced by the 2006 Act.The proposed changes include amendments to the Articles relating to the periodof notice required to convene general meetings, the form of resolutions, and theaggregate fees payable to Directors and Directors' liabilities and indemnitiesamongst other things. It is proposed that these changes be made to the Articleswith effect from 15 May 2008. Resolution 15 seeks authority to further amend the new Articles to take accountof certain provisions of the 2006 Act relating to directors' conflicts ofinterest which will come into force on 1 October 2008. It is proposed thatthese changes be made to the Articles with effect from 1 October 2008 or, iflater, when the relevant provisions of the 2006 Act are in force. Printed copies of the AGM documents are being posted to shareholders today.Copies of the 2007 Annual Report and Notice of Meeting, which includes a summaryof the proposed changes to the Articles, will be available on the Company'swebsite at www.cooksongroup.co.uk shortly. This information is provided by RNS The company news service from the London Stock Exchange