Electrocomponents - Annual and Interim Reports 2003

Notice is hereby given that the Annual General Meeting of Electrocomponents plc will be held at the Company’s premises, The International Management Centre, 5000 Oxford Business Park South, Oxford OX4 2BH on Friday 18 July 2003 at 12 noon.

The business of the meeting will be:

Ordinary business


Report and Accounts
1	To receive the accounts and the reports of the Directors and the Auditors for the year ended 31 March 2003.

Directors’ Remuneration Report
2	To approve the Directors’ Remuneration Report for the year ended 31 March 2003.

Declaration of dividend
3	To declare a final dividend on the ordinary shares.

Retiring Directors
4	To re-elect Mr T G Barker as a Director.
5	To re-elect Mr J L Hewitt as a Director.
6	To re-elect Mr N J Temple as a Director.

Auditors’ appointment and remuneration
7	To reappoint KPMG Audit Plc as Auditors of the Company and to authorise the Directors to agree their remuneration.

Special business To consider and, if thought fit, pass the following resolution:

Special resolution

Renewal of Directors’ authority for the purchase by the Company of its own shares


8	THAT the Company is hereby generally and unconditionally authorised to make market purchases (within the meaning of Section 163(3) of the Companies Act 1985) of ordinary shares of 10p each in the Company (ordinary shares) provided that:

	(a) the maximum number of ordinary shares hereby authorised to be purchased is 43,520,665; (b) the minimum price which may be paid for ordinary shares is 10p per ordinary share; (c) the maximum price which may be paid for ordinary shares is an amount equal to 105% of the average of the middle market quotations for an ordinary share taken from the London Stock Exchange Daily Official List for the five business days immediately preceding the date of purchase: (d) the authority hereby conferred shall expire at the conclusion of the next Annual General Meeting of the Company, unless such authority is renewed prior to such a time: and (e) the Company may make a contract to purchase ordinary shares under the authority hereby conferred prior to the expiry of such authority 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 such contract. By Order of the Board Carmelina Carfora Company Secretary 29 May 2003 Registered Office: International Management Centre, 5000 Oxford Business Park South, Oxford, OX4 2BH Registered Number: 647788

Notes:

(i) A member entitled to attend and vote at the Meeting is entitled to appoint one or more proxies to attend and (on a poll) vote instead of him. A proxy need not be a member of the Company. Appointment of a proxy will not preclude a member from attending or voting at the meeting if he/she subsequently wishes to do so.

(ii) Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, the Company has specified that only those shareholders registered in the Register of Members of the Company as at 6.00 pm on 16 July 2003 will be entitled to attend or vote at the Meeting in respect of the number of shares registered in their name at that time. Changes to entries on the relevant Register of Members after 6.00 pm on 16 July 2003 will be disregarded in determining the rights of any person to attend or vote at the Meeting.

(iii) To be effective a proxy form and the authority (if any) under which it is signed or a notarially certified copy of such authority must be deposited at the offices of the Company’s registrars, Lloyds TSB Registrars, The Causeway, Worthing, West Sussex BN99 6EE by not later than 12 noon on Wednesday 16 July 2003.

(iv) CREST members (including CREST Personal Members) who wish to appoint one or more proxies by using the CREST electronic proxy appointment service may do so by having an appropriate CREST message transmitted.

For a proxy appointment made by means of CREST to be valid, the appropriate CREST message (a “CREST Proxy Instruction”) must be properly authenticated in accordance with CRESTCo’s specifications and must contain the information required for such instructions, as described in the CREST Manual. The message must be transmitted so as to be received by the Company’s registrar (ID 7RA01) by not later than 12 noon on Wednesday 16 July 2003. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the CREST system) from which the issuer’s agent is able to retrieve the message. CREST members should note that normal system timings and limitations will apply for the input of CREST Proxy Instructions.

CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed voting service provider(s), should contact their CREST sponsor or voting service provider(s) for assistance with appointing proxies via CREST. For further information on CREST procedures, limitations and systems timings, please refer to the CREST manual.

The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

(v) The Register of Directors’ Interests and copies of all Contracts of Service of the Directors are available for inspection during business hours at the registered office of the Company and will be available for inspection at the place of the Meeting from half an hour before the time of the Meeting until the conclusion of the Meeting.

(vi) Biographical details of the Directors who are proposed for re-election at the Annual General Meeting are set out here.