UBAA LIMITED NOTICE OF ANNUAL GENERAL MEETING All graduates of the University of Buckingham are to be treated for the purpose of the meeting as members of UBAA. A graduate is anyone who has completed at least one month s course of study at the University. All members of the UBAA are entitled to attend and vote at the AGM. Notice is hereby given that the Annual General Meeting of the members of UBAA Limited is to be held at CRB 1, Chandos Road, Buckingham, at 5 o clock on the afternoon of 4 September 2010. The agenda of the meeting will be as follows: 1. Suzanna Tomassi will open the meeting as Chairman of the Company and the Meeting and welcome those present. 2. The Chairman will remind members that Notice of the Meeting was served by way of a Notice on the University website and by email to all those for whom email addresses were available. 3. The Chairman will ask if there are any members who might have a personal, material or financial interest in any of the matters to be discussed, in which case they will be unable to debate or vote in respect of that particular matter. 4. The Chairman will then present the Directors Report and invite questions from the floor. Please see Appendix 1 for more information. 5. The Chairman will confirm that Suzanna Tomassi, Lorinda Long, James Baker, Marian Okunola, Alex Johns and Anne Matsuoka are currently directors of the company and that Tino Sarantis, Jennifer Fleming and Oushan Deeljore have resigned as directors. 6. The Chairman will then advise the meeting that there are currently three candidates for the three vacancies on the Board and that all the candidates have agreed to serve if elected. Should any other member wish to put themselves forward to be elected as a director of the Company they should declare it at the meeting. She will then call for a ballot to determine the composition of the Board. The candidates for election are: Chris Gibbs Chris Doe Philipp von Both Any other member For more details on Chris Gibbs, Chris Doe and Philipp von Both please see attached as Appendix 2 brief biographies of each candidate. Your Board recommends that you vote for each of Chris Gibbs, Chris Doe and Philipp von Both. Once the ballot has been determined the new directors will assume their positions with immediate effect. 7. The Chairman will briefly explain that the Board has been considering the situation where a conflict or potential conflict of interest might arise in relation to the two directors who have been appointed by the University. Please see Appendix 3 for more information. The Chairman will then invite questions and comments from the floor and then call for a ballot. 8. To appoint Mr. Paul Jennings, Director of Finance of the University, to review the accounts of the Company for the period to 30 June 2011. 1 of 7
9. The Chairman will invite general questions from the floor. 10. Any other business. Dated 11 August 2010 By order of the Board. Suzanna Tomassi, Chairman Notes. 1. A graduate of the University is deemed to be a member of UBAA for the purposes of the Meeting and must identify him / herself to the satisfaction of the Scrutineer so that this can be determined. (Please bring appropriate I.D.). 2. A member may attend and vote in person at the AGM. Any graduate who does attend and vote in person will automatically be deemed to have consented to become a member of UBAA. 3. A member is entitled to appoint a proxy to attend and vote on his / her behalf. A proxy need not also be a member. A form of proxy is attached for the use of members. This should be completed and returned in the event of nonattendance to the Scrutineer, Mr James Baker, Company Secretary, UBAA Limited, Hunter Street, Buckingham MK18 1EG (marking the envelope UBAA Election ), or by e-mail to james.baker@buckingham.ac.uk, not less than 48 hours before the Meeting. 2 of 7
FORM OF PROXY Please complete in CAPITALS. I.. of. Hereby consent to become a member of the Company and being a member of the Company hereby appoint the Chairman of the Meeting *.. As my proxy to vote for me at the AGM of the said Company on the 4 th day of September 2010 or at any adjournment thereof and to vote on the resolutions set out in the Notice calling such Meeting as shown below. Please indicate with an X in the appropriate space how you wish your vote to be cast. Unless otherwise indicated the proxy will vote or abstain as he thinks fit. * If you wish to appoint a proxy other than the Chairman of the Meeting please delete the words the Chairman of the Meeting and insert the name and address of your proxy. ORDINARY RESOLUTION FOR AGAINST 4. To receive the Directors Report to 31 August 2010 8. To appoint Paul Jennings to review the accounts of the Company to 30 June 2011 SPECIAL RESOLUTION FOR AGAINST 6a. To elect Chris Gibbs to the Board 6b. To elect Chris Doe to the Board 6c. To elect Philipp von Both to the Board 7a. To resolve that where the two University representative directors have a conflict of interest or may have a conflict of interest solely due to the fact that they both work for the University they shall nevertheless be entitled to attend and vote at meetings where such a conflict or potential conflict has arisen 7b. To resolve that the non-conflicted Directors shall have absolute discretion to determine whether a particular set of circumstances give rise to such a conflict or potential conflict of interest 3 of 7
APPENDIX 1 (AGENDA ITEM 4) Directors Report The end of April 2010 saw the first anniversary of the launch of the University of Buckingham Alumni Association. During the past year there have been six board meetings, and alumni gatherings in London, Colombo, Beijing, Tokyo, Hong Kong and Bangkok with the focus being upon creating Alumni Groups in these countries. In addition each UBAA board member has been interacting with various staff members to identify ways in which UBAA can contribute to the ongoing development of the University. April also saw the first in a regular series of year-specific alumni reunions in London. The first one was for alumni who graduated between 1983 and 1986 while the second reunion, covering the years 1985 to 1991, took place in July. Those that have attended the reunions have provided positive comments and more reunions are planned in September and October this year. The amount of work involved in running an Alumni Association while working full-time has resulted in three board members standing down. The board would like to put on record their thanks to Tino Sarantis, Jennifer Fleming and Oushan Deeljore for all their hard work. It was originally intended to hold the AGM at the House or Lords until the announcement of the installation of the new Chancellor opened up the opportunity to hold what is expected to be an unforgettable joint event in Buckingham. The fact that UBAA was asked to be a part of such a significant event shows the importance that the University places on having a successful alumni association and the UBAA appreciates the support given in these early days. Since the inaugural AGM in 2009 steady progress has been made, with the foundations of a thriving Alumni Association put in place. Everyone involved with UBAA is looking forward to a busy and exciting second year with more reunions, alumni gatherings and fundraising events in the pipeline. 4 of 7
APPENDIX 2 (AGENDA ITEM 6) Philipp von Both Philipp studied at Buckingham from 01/1999 to 12/2001 (LLB & MBA). After his graduation, Philipp worked for the University as Business Liaison and Marketing Manager from 2002 to 2005. He worked in Business Development and Marketing focusing on one-to-one personalised marketing using print, web and e-mail. He started his own consultancy service helping companies bridge the cultural and knowledge gap when doing business abroad. Philipp also worked as a trainer and Consultant for Kepner-Tregoe in the areas of Problem Solving, Decision Making and Project Management. Philipp loved studying and working at the University. He considers it to be a great place and he always felt that the engagement of the Alumni with each other and the University could be improved. Philipp still lives in Buckingham which makes it easy for him to engage and meet with the University and others. He believes he will bring a good set of skills with him to support the efforts of the UBAA, namely marketing skills as well as process skills like e.g. how to make decisions, assess situations etc. Philipp has seen and experienced the University both as a student as well as a member of staff which gives him a good idea about the inner workings of the place. Chris Doe During his educational career, Chris has always thrown himself into the academic and social aspects of the institutions he has attended. This was also the case when he joined Buckingham, and he wishes to continue his involvement in University life now that he has left. Chris feels passionate about Buckingham s values, heritage, and mission. He looks forward to seeing the University flourish in years to come, and wishes to be a part of its future success. Chris hopes he will be able to bring a fresh perspective to the ways in which the Board communicates with its alumni, staff and current students. He studied Marketing at Degree level, and since joining Henkel in March, he has been using web-based channels and traditional media to communicate with B&Q s customers in order to improve the sales of our top brands (UniBond, Solvite and Sellotape). He also believes that his knowledge of Buckingham s administrative and bureaucratic structures will add value to his position on the UBAA Board. Between September 2008 and March 2009, he was the PR Manager of the Student Union Executive Committee, which provided him with an understanding of the student body s expectations of the University, as well as an understanding of the steps that need to be undertaken when decisions are made. Most of all, Chris will act in the best interests of the University and its alumni. He appreciates the opportunities that Buckingham gave him, and as a former student, he understands its strengths, and the areas that can be improved to ensure that students are equipped to succeed when they leave the University, and that the alumni continue speaking of Buckingham s virtues. 5 of 7
Chris Gibbs Christopher Gibbs is a Chartered Management Accountant (CIMA) qualifying in 1993. He has wide ranging experience in business and research spanning over 20 years. Having started his career at Debenhams Plc he moved onto Hewlett Packard Laboratories as the Finance Manager responsible for annual budgets over $60M covering Japan, USA and the UK. He has since indulged in his interests and obtained an English Language with Multi Media Journalism (Hons) degree at Buckingham and while there coached a team in the IBM Business Challenge where they reached the semi finals. He currently works at The University of Hertfordshire as the Research Finance Accountant. His interests include tennis, bridge, golf and avidly travelling when time allows. He is married and resides in Hemel Hempstead. 6 of 7
APPENDIX 3 (AGENDA ITEM 7) Under S.175 of the Companies Act 2006, a director has a duty to avoid a situation where he/she has or may have a conflict of interest with the Company s interests, whether it is of a personal, financial or material nature. Directors are also under a duty to disclose any situation where they have or may have a conflict of interest to the other members of the Board. There will be no breach of duty provided that the relevant matter has been authorised by the Board (see also Articles 36 to 39 of the Articles of Association of the Company). Usually this is not a matter for the members. However, due to the close relationship between the University and UBAA, there may well be a situation where there is a conflict or potential conflict between the interests of the UBAA and the University. Therefore, the Board considered that the circumstances surrounding this particular question are significantly material to require the members to decide and vote on the issue. The conflict of interest issue basically involves the two University representative directors and whether they should be entitled to vote in circumstances where the interests of the Company conflict or may conflict with the interests of the University. The issue arises because they are both employed by the University not by UBAA and are the University s representatives on the Board. The non-conflicted Directors shall have absolute discretion to determine whether a particular set of circumstances gives rise to such a conflict or potential conflict. It is anticipated that these situations will occur on a rare and exceptional basis. 7 of 7