27th Apr 2007 15:39
Rotork PLC27 April 2007 Extract from Notice of Meeting of Annual General Meeting of Rotork p.l.c. Friday, 20th April 2007 Special Resolutions Resolution 10 10.1 That the Directors be and they are hereby empowered pursuant to section 95 ofthe Companies Act 1985 (the Act) to allot equity securities (as defined insection 94 of the Act) of the Company for cash pursuant to the authorityconferred by Resolution 9 above as if section 89(1) of the Act did not apply tosuch allotment provided that this power shall be limited: 10.1.1 to the allotment of equity securities in connection with any invitation made tothe holders of ordinary shares to subscribe by way of rights where the equitysecurities attributable to the interests of all the holders of ordinary sharesare proportionate (as nearly as maybe) to the respective numbers of ordinaryshares held by them but subject to any exceptions, exclusions or otherarrangements which in the opinion of the Directors are necessary or expedientfor the purpose of dealing with fractional entitlements otherwise arising orlegal or practical problems under the laws of any territory or the requirementsof any recognised stock exchange or any regulatory body in any territory; and 10.1.2 to the allotment (otherwise than pursuant to 10.1.1 above) of equity securitiesup to an aggregate number of 4,314,161 ordinary shares of 5p each and shallexpire at the conclusion of the next Annual General Meeting of the Company, savethat the Company may, prior to the expiry of such power, make any offer oragreement which would or might require relevant securities to be allotted aftersuch expiry and the Directors may allot relevant securities pursuant to anyoffer or agreement notwithstanding the expiry of the power conferred by thisresolution. 11 That, subject to the consent of the holders of 9 1/2% cumulativepreference shares of £1 each not being withdrawn in accordance with theresolution passed by the holders thereof on 3 August 1995, the Company be and itis hereby generally and unconditionally authorised to make market purchases(within the meaning of section 163(3) of the Companies Act 1985 (as amended)) ofordinary shares of 5p each of the Company provided that: 11.1 the maximum number of ordinary shares hereby authorised to beacquired is 8,500,000; 11.2 the minimum price which may be paid for any such share is 5 pence(exclusive of expenses); 11.3 the maximum price (exclusive of expenses) which may be paid for anysuch share is an amount equal to 105% of the middle of the average of the marketquotations for an ordinary share as derived from the London Stock Exchange DailyOfficial List for the five business days immediately preceding the day on whichthe ordinary share is contracted to be purchased; and 11.4 the authority hereby conferred shall expire fifteen months from thedate of this resolution or, if earlier, at the conclusion of the Annual GeneralMeeting of the Company to be held in 2008, save that the Company may, prior tothe expiry of such authority, make any offer or agreement which would or mightrequire ordinary shares to be purchased by the Company after such expiry and theCompany may purchase ordinary shares pursuant to any such offer or agreementnotwithstanding such expiry. 12 That, subject to the consent of the holders of 9 1/2% cumulativepreference shares of £1 each (preference shares) not being withdrawn inaccordance with the resolution passed by the holders thereof on 22 May 1998, theCompany be and it is hereby generally and unconditionally authorised to makemarket purchases (within the meaning of section 163(3) of the Companies Act 1985(as amended)) of preference shares of the Company provided that: 12.1 the maximum number of preference shares hereby authorised to beacquired is 44,795 (being all the preference shares remaining in issue at thedate of this notice); 12.2 the minimum price which may be paid for any such share is £1.00(exclusive of expenses) and the maximum price is £2.00 (exclusive of expenses). 12.3 the authority hereby conferred shall expire fifteen months from thedate of this resolution or, if earlier, at the conclusion of the Annual GeneralMeeting of the Company to be held in 2008, save that the Company may, prior tothe expiry of such authority, make any offer or agreement which would or mightrequire preference shares to be purchased by the Company after such expiry andthe Company may purchase preference shares pursuant to any such offer oragreement notwithstanding such expiry. 13 That, a) the draft regulations produced to the meeting and signed by theChairman of the meeting for the purposes of identification be and they arehereby adopted by the Company in substitution for its existing Articles ofAssociation; b) the Company's Memorandum of Association be amended as follows: (i) by the insertion in clause 4(R) of the following words "ofany such person and, to the extent as may be permitted by law, to indemnify orto exempt any such person against or from any liability" immediately after thewords "to make payments towards insurance"; (ii) by the insertion of a new clause 4(S) as follows, and therenumbering of the subsequent clauses accordingly: "(S) To provide a Director, former Director, company secretary orother officer of the Company with funds to meet expenditure incurred by him indefending any criminal or civil proceedings or in connection with anyapplication under those provisions of the Companies Act 1985 referred to insection 337A of that Act and to do anything to enable a Director, formerDirector, company secretary or other officer of the Company to avoid incurringsuch expenditure." 11089 This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Rotork