17th May 2005 15:12
NOTIFICATION OF NON-ROUTINE BUSINESS TRANSACTED AT THE ANNUAL GENEAL MEETING OF INTERSERVE PLC (the `Company') Please be advised that at the Annual General Meeting of the Company, dulyconvened and held today at the Barber Surgeons' Hall, Monkwell Square, LondonEC2Y 5EL, all resolutions as set out in the Notice of Annual General Meetingdated 6 April 2005 were duly passed, including the following items of SpecialBusiness:Ordinary Resolution No 9THAT the directors be and they are hereby generally and unconditionallyauthorised in accordance with section 80 of the Companies Act 1985 to exerciseall powers of the Company to allot relevant securities (as defined in thatsection) up to a maximum nominal amount of ‚£3,612,696 provided that thisauthority shall expire 15 months from the date of this resolution or, ifearlier, at the conclusion of the Annual General Meeting of the Company in2006, save that the Company may before such expiry make an offer or agreementwhich would or might require relevant securities to be allotted after suchexpiry and the directors may allot relevant securities in pursuance of suchoffer or agreement as if the authority conferred hereby had not expired.Special Resolution No 10THAT, subject to and conditionally upon the passing of Resolution No 9 above,the directors be and they are hereby empowered pursuant to section 95 of theCompanies Act 1985 to allot equity securities (as defined in section 94(2) ofthat Act) for cash pursuant to the authority conferred by that resolution or tosell equity securities held as treasury shares for cash pursuant to section162D of that Act, or partly in one way and partly in the other, in each case asif section 89(1) of the said Act did not apply to any such allotment, PROVIDEDthat the power hereby conferred shall be limited:(i) to the allotment and/or the sale of equity securities in connection with arights issue in favour of shareholders where the equity securities respectivelyattributable to the interests of all shareholders are proportionate (as nearlyas may be) to their holdings of such shares subject to such exclusions or otherarrangements as the directors may consider necessary or expedient to deal withfractional entitlements, statutory restrictions or legal or practical problemsunder or resulting from the application of the laws of any territory or therequirements of any recognised regulatory body or stock exchange in anyterritory; and(ii) to the allotment and/or the sale (otherwise than pursuant to sub-paragraph(i) above) of equity securities up to an aggregate nominal amount of ‚£568,781being 5 per cent of the issued share capital as shown by the latest publishedannual accounts of the Company;and shall expire 15 months from the date of this resolution or, if earlier, atthe conclusion of the Annual General Meeting of the Company in 2006, save thatthe Company may before such expiry make an offer or agreement which would ormight require equity securities to be allotted after such expiry and thedirectors may allot equity securities in pursuance of such offer or agreementas if the power conferred hereby had not expired.Special Resolution No 11THAT the Company be and is generally and unconditionally authorised to makemarket purchases (as defined in section 163 of the Companies Act 1985) of itsordinary 10p shares provided that:(a) the Company does not purchase under this authority more than 11,387,303ordinary shares;(b) the Company does not pay less than the nominal value for each share;(c) the Company does not pay more for each share than 105 per cent of theaverage of the middle market price of the ordinary shares according to theDaily Official List of the London Stock Exchange for the five business daysimmediately preceding the date on which the Company agrees to buy the sharesconcerned;(d) this authority shall continue in force until the conclusion of the AnnualGeneral Meeting in 2006 or on 17 August 2006 whichever shall be the earlier;and(e) the Company may agree before the authority terminates under (d) above topurchase ordinary shares where the purchase will or may be executed after theauthority terminates (either wholly or in part). The Company may complete sucha purchase even though the authority has terminated.Special Resolution No 12THAT the Articles of Association of the Company be and are hereby altered bydeleting the existing Article 70, and substituting therefor the following newArticle 70:The appointment of a proxy, and the power of attorney or other authority (ifany) under which it is executed or a copy of such power or authority notariallycertified or in some other way approved by the directors, shall be delivered ordeposited at the office not less than forty-eight hours before the time fixedfor holding the meeting or adjourned meeting at which the proxy is authorisedto vote, or, in the case of a poll, not less than twenty-four hours before thetime appointed for the taking of the poll, and in default the appointment ofthe proxy shall not be treated as valid.Special Resolution No 13THAT the Articles of Association of the Company be and are hereby altered bydeleting the word "twice" in line 9 of Article 85(B) and substituting thereforthe words "four times".Special Resolution No 14THAT the Articles of Association of the Company be and are hereby altered bydeleting the existing Article 139, and substituting therefor the following newArticle 139: A. Subject to the provisions of the Companies Act 985 and any statutory re-enactment or modification thereof or substitution therefor, but without prejudice to any indemnity to which he may be otherwise entitled, every director, alternate director, Secretary or other officer of the Company or of any other company which is a subsidiary of the Company shall be entitled to be indemnified out of the assets of the Company against all costs, charges, losses, damages and liabilities incurred by him in the actual purported execution or discharge of his duties or exercise of his powers or otherwise in relation thereto, including (without prejudice to the generality of the foregoing) any liability incurred in defending any proceedings (whether civil or criminal) which relate to anything done or omitted or alleged to have been done or omitted by him as an officer or employee of the Company or of any other company which is a subsidiary of the Company. B. Subject to the provisions of the Companies Act 1985 and any statutory re-enactment or modification thereof or substitution therefor, the Board may provide loans to any director, alternate director, Secretary or other officer of the Company or of any other company which is a subsidiary of the Company for the purpose of meeting any liability incurred in defending any proceedings referred to in Article 139(A) above. C. Subject to the provisions of the Companies Act 1985 and any statutory re-enactment or modification thereof or substitution therefor, the Board may purchase and maintain insurance at the expense of the Company for the benefit of any person who is or was at any time a director or other officer or employee of the Company or of any other company which is a subsidiary or an associated company of the Company indemnifying such person against any liability which may attach to him or loss or expenditure which he may incur in relation to anything done or alleged to have done or omitted to be done as a director, officer or employee. 17 May 2005ENDINTERSERVE PLCRelated Shares:
Interserve