29th Jul 2005 15:44
Pennon Group PLC29 July 2005 PENNON GROUP PLC ANNUAL GENERAL MEETING 2005 At the Annual General Meeting of Pennon Group Plc held on Thursday, 28 July2005, all the resolutions proposed were duly passed. The resolutions passed bythe Company other than resolutions concerning ordinary business were as follows:- ORDINARY RESOLUTION (Resolution 9) THAT in accordance with Article 5 of the Company's Articles of Association, theDirectors be authorised to allot relevant securities up to a maximum nominalamount of £32,802,000, that such authority shall expire on 27 October 2006 or,if earlier, at the conclusion of the next Annual General Meeting of the Company. SPECIAL RESOLUTION (Resolution 10)THAT in accordance with Article 6 of the Company's Articles of Association:- (a) the Directors be given power to allot equity securities for cash; (b) that for the purpose of paragraph (A)(ii) of that Article, the nominal amount to which this power is limited is £7,109,000; and (c) this power shall expire on 27 October 2006 or, if earlier, at the conclusion of the next Annual General Meeting of the Company. SPECIAL RESOLUTION (Resolution 11) THAT the Company is generally and unconditionally authorised to make market purchases(within the meaning of section 163 of the Companies Act 1985) of ordinary sharesof £1.11 each in the capital of the Company ('ordinary shares') on such termsand in such manner as the Directors of the Company may from time to timedetermine provided that: (a) the maximum number of ordinary shares that may be purchased under this authority is 12,810,000 (being no more than 10% of the issued share capital of the Company as at 15 June 2005); (b) the maximum price which may be paid for an ordinary share purchased under this authority is an amount equal to 105% of the average of the middle market quotations for such ordinary shares (as appropriate), as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which that share is purchased, and the minimum price which may be paid is £1.11 per ordinary share (the nominal value of that share); and (c) this authority will, unless previously varied, revoked or renewed, expire at the conclusion of the next Annual General Meeting of the Company but the Company may make a contract to purchase ordinary shares under this authority before its expiry which will or may be executed wholly or partly after the expiry of this authority and may make purchases of ordinary shares pursuant to such a contract. SPECIAL RESOLUTION (Resolution 12)THAT Article 102 of the Articles of Association of the Company be amended to deductin determining the borrowings of the Company any sums held by the Company ondeposit. SPECIAL RESOLUTION (Resolution 13)THAT the Articles of Association set out in the document produced to the meeting(which incorporate the amendments proposed in Resolution 12 relating to theborrowing powers of the Company and signed by the Chairman for purposes ofidentification) be adopted as the Articles of Association of the Company insubstitution for, and to the exclusion of, all existing Articles of Association. ORDINARY RESOLUTION (Resolution 14)THAT in accordance with Section 347C of the Companies Act 1985 the Company and itssubsidiaries be generally and unconditionally authorised to make donations to EUpolitical organisations and to incur EU political expenditure in an aggregateamount not exceeding £100,000 during the period expiring 15 months after thedate of the passing of this resolution, or if earlier at the conclusion of thenext Annual General Meeting unless previously renewed, varied or revoked by theCompany in general meeting. For the purposes of this resolution, theexpressions 'donations', 'EU political organisations' and 'EU politicalexpenditure' have the meanings set out in Part XA of the Companies Act 1985 (asamended by the Political Parties, Elections and Referendums Act 2000). Two copies of all the resolutions passed by the Company other than resolutionsconcerning ordinary business have been submitted to the UK Listing Authority,and will shortly be available for inspection at the UK Listing Authority'sDocument Viewing Facility, which is situated at: Financial Services Authority25 The North ColonnadeCanary WharfLONDONE14 5HS Tel: 0207 066 1000 29 July 2005 www.pennon-group.co.uk End transmission This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Pennon