28th Jul 2005 15:55
Northumbrian Water Group PLC28 July 2005 28 July 2005 Northumbrian Water Group plc (the "Company") Notice of Ordinary/Special Resolutions passed at Annual General Meeting 28 July 2005 The Company announces that two copies of the resolutions, the text of which isprovided below, passed at the Annual General Meeting of the Company held today,together with two copies of the amended Articles of Association have been sentto the UKLA's Document viewing facility and will shortly be available forinspection. ORDINARY RESOLUTIONS IT WAS RESOLVED: 1. THAT the Company and its subsidiaries be and are hereby authorised tomake Donations to EU Political Organisations and to incur EU PoliticalExpenditure in an aggregate amount not exceeding £25,000 during the periodbeginning with the date of this resolution and ending at the close of the annualgeneral meeting of the Company to be held in 2006 or 27 October 2006 (whicheveris the sooner). For the purposes of this resolution, the terms "Donations", "EUPolitical Organisations" and "EU Political Expenditure" have the meanings setout in section 347A of the Companies Act 1985. 2. THAT the directors be given power under Section 80(1) of the CompaniesAct 1985 (the Act) to exercise all the powers of the Company to allot relevantsecurities (as defined in the Act) up to an aggregate nominal amount of£17,287,461 at any time or times during the period from the date of passing thisresolution until conclusion of the annual general meeting of the Company to beheld in 2006 or 27 October 2006 (whichever is the sooner) unless any offer oragreement is made before the end of that period in which case the directors mayallot relevant securities pursuant to such offer or agreement as if the powergranted by this resolution had not expired. SPECIAL RESOLUTIONS IT WAS RESOLVED: 3. THAT the directors be and are hereby empowered pursuant to Section 95 of theCompanies Act 1985 (the Act) to allot equity securities (within the meaning ofSection 94 of the Act) for cash pursuant to the authority conferred by theprevious resolution as if sub-section (1) of Section 89 of the Act did not applyto any such allotment, provided that this power shall be limited:(a) to the allotment of equity securities in connection with a rights issuein favour of ordinary shareholders where the equity securities respectivelyattributable to the interests of all ordinary shareholders are proportionate (asnearly as may be) to the respective number of ordinary shares held by them; and(b) to the allotment (otherwise than pursuant to sub-paragraph (a) above) ofequity securities up to an aggregate nominal amount of £2,593,119;and this power shall expire on the date of the annual general meeting of theCompany to be held in 2006 or 27 October 2006 (whichever is the sooner), savethat the Company may before such expiry make an offer or agreement which wouldor might require equity securities to be allotted after such expiry and thedirectors may allot securities in pursuance of such an offer or agreement as ifthe power conferred hereby had not expired. 4. THAT the Company is generally and unconditionally authorised, for thepurposes of Section 166 of the Companies Act 1985 (the Act) to make one or moremarket purchases (as defined in Section 163 of the Act as amended) out ofdistributable profits of ordinary shares of 10 pence each of the Company(Ordinary Shares) to be held by the Company as treasury shares in accordancewith Sections 162A to 162C of the Act or dealt with by the Company in accordancewith Section 162D of the Act, provided that:(a) the Company may not purchase more than 5,186,238 Ordinary Shares;(b) the Company may not pay less than 10 pence for each Ordinary Share;(c) the Company may not pay more than 5% over the average of the middlemarket price of the Ordinary Shares based on the London Stock Exchange DailyOfficial List, for the five business days immediately preceding the day on whichthe Company agrees to purchase the Ordinary Shares; and(d) this authority shall expire at the conclusion of the annual generalmeeting of the Company to be held in 2006 or on 27 October 2006 (whichever isthe sooner). 5. THAT the Company's Articles of Association be altered by making the followingamendments: (a) the words "and subject to Article 33.5 below" in Article 33.2 be deleted;(b) the words "Subject to Article 33.5 below," in Articles 33.3 and 33.4 bedeleted; and(c) Article 33.5 be deleted. 6. THAT the Company's Articles of Association be altered by the deletion of thecurrent Article 60 and that it be replaced by the new Article 60 set out below: "60. Indemnity 60.1 Without prejudice to any indemnity to which he may otherwise beentitled, any person who is or was at any time a Director, alternate Director,officer or employee of the Company (excluding any present or former Auditors)shall be entitled to be indemnified by the Company against all costs, charges,losses, expenses (including, without limiting the foregoing, legal expenses) andliabilities incurred by him in the execution and discharge of his duties or inrelation thereto which relate to anything done or omitted or alleged to havebeen done or omitted by him as an officer or employee of the Company to theextent permitted by the Companies Acts (which shall include, for the avoidanceof doubt, the Companies (Audit, Investigations and Community Enterprise) Act2004). The Company may effect insurance in respect of its liability under thisindemnity." Further Enquiries:Finsbury: 020 7251 3801Andrew MitchellSally Hogan This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Natwest