8th Sep 2009 14:34
GREENE KING PLC
RESULTS OF AGM
At the annual general meeting of Greene King plc held at the Millennium Grandstand, Rowley Mile Racecourse Conference Centre, Newmarket on Tuesday 8 September 2009, the following resolutions were passed, resolutions 1 to 10 as ordinary resolutions and resolutions 11 to 14 as special resolutions.
1) To receive and adopt the report of the directors and the accounts for the fifty-two weeks ended 3 May 2009 and the auditors' report thereon.
2) That the directors' remuneration report (as set out on pages 76 to 82 of the annual report) for the fifty-two weeks ended 3 May 2009 be approved.
3) To declare a final dividend of 15.1p per ordinary share.
4) To re-elect Justin Adams as a director of the company.
5) To re-elect Ian Bull as a director of the company.
6) To re-appoint Ernst & Young LLP as auditors of the company until the conclusion of the next annual general meeting.
7) To authorise the directors to determine the remuneration of the auditors of the company.
8) That the directors be authorised to amend the rules of the Greene King LTIP to permit awards of shares to be granted in any financial year up to a value not exceeding 175% of each participant's annual salary.
9) That the directors be generally and unconditionally authorised pursuant to and in accordance with section 80 of the Companies Act 1985 (the 1985 Act) to exercise all the powers of the company to allot relevant securities (as defined in section 80(2) of the 1985 Act) up to a nominal amount of £8,972,824, such authority to apply in substitution for all previous authorities pursuant to section 80 of the 1985 Act and to expire on the date of the next AGM or 8 February 2011, whichever is the earlier, but so that the company may make offers and enter into agreements during the relevant period which would, or might, require relevant securities to be allotted after the authority ends.
10) That the maximum ordinary remuneration of the directors, to be determined by the directors in accordance with article 77 of the articles of association, be increased to £400,000 per annum in aggregate.
11) Special resolution
That subject to the passing of resolution 9 above, the directors be empowered to allot equity securities (as defined in section 94(2) of the 1985 Act) wholly for cash pursuant to the authority given by resolution 9 above or where the allotment constitutes an allotment of equity securities by virtue of section 94(3A) of the 1985 Act, in each case:
(i) in connection with a rights issue; and
(ii) otherwise than in connection with a rights issue, up to an aggregate nominal amount of £1,345,923;
as if section 89(1) of the 1985 Act did not apply to any such allotment; such power to expire on the date of the next AGM or on 8 February 2011, whichever is the earlier, but so that the company may make offers and enter into agreements during this period which would, or might, require equity securities to be allotted after the power ends.
For the purposes of this resolution:
(a) "rights issue" means an offer of equity securities open for acceptance for a period fixed by the directors to holders (other than the company) on the register on a record date fixed by the directors of ordinary shares in proportion to their respective holdings (but subject to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates or legal, regulatory or practical problems in, or under the laws of, any recognised regulatory body or any stock exchange in any territory;
(b) references to an allotment of equity securities shall include a sale of treasury shares; and
(c) the nominal amount of any securities shall be taken to be, in the case of rights to subscribe for or convert any securities into shares of the company, the nominal amount of such shares which may be allotted pursuant to such rights.
12) Special resolution
That the company be and is hereby unconditionally and generally authorised for the purposes of section 166 of the Companies Act 1985 to make market purchases (within the meaning of section 163 of the Companies Act 1985) of its ordinary shares of 12½p each provided that:
(a) the maximum number of ordinary shares which may be purchased shall be 21,534,779 ordinary shares;
(b) the minimum price (exclusive of expenses) which may be paid for each ordinary share shall be the nominal value of the ordinary shares at the time of purchase; and
(c) the maximum price (exclusive of expenses) which may be paid for each ordinary share shall be 105 per cent of the average of the closing price of the ordinary shares (as derived from the London Stock Exchange Daily Official List) for the five business days immediately preceding the day on which such share is contracted to be purchased; and that
(d) the authority conferred by this resolution shall expire at the conclusion of the next AGM or 8 February 2011, whichever is the earlier, except in relation to the purchase of shares pursuant to contracts entered into before such expiry whose execution may be wholly or partly after such expiry.
13) Special resolution
That with effect from 00:01am on 1 October 2009:
(a) the articles of association of the company be amended by deleting all the provisions of the company's memorandum of association which, by virtue of section 28 Companies Act 2006, are to be treated as part of the company's articles of association; and
(b) the company's articles of association be amended to specify the limitation on the liability of the members, to remove all provisions relating to the authorised share capital of the company and otherwise to take account of the provisions of the Companies Act 2006, which will come into force on 1 October 2009 as shown in the document produced to the meeting marked "A" and initialled by the chairman of the meeting for the purpose of identification and that the amended articles of association be adopted as the articles of association of the company in substitution for, and to the exclusion of, the existing articles of association.
14) Special resolution
That a general meeting (other than an AGM) may be called on not less than 14 clear days' notice, provided that this authority shall expire at the conclusion of the next AGM or 8 February 2011, whichever is the earlier.
For further information please contact:
Lindsay Keswick
Company Secretary
Tel: 01284 763222
Related Shares:
Greene King