11th May 2006 15:03
11 May 2006UK Listing AuthorityFinancial Services Authority25 The North ColonadeCanary WharfLondon E14 5HSByRISNotification of Shareholders ResolutionsAt the Annual General Meeting of Countrywide plc held on 11 May 2006, at theoffices of Panmure Gordon, Moorgate Hall, 155 Moorgate, London EC2M 6XB at 9.00a.m., the following resolutions for special businesses, were duly passed: Special Resolution Resolution 9That the company be and is hereby authorised to make market purchases (withinthe meaning of Section 163(3) of the Companies Act 1985) of Ordinary Shares of5p each in the capital of the Company provided that:(i) the maximum aggregate number of Ordinary Shares hereby authorised to bepurchased is 17,743,173;(ii) the minimum price which may be paid for such Ordinary Shares is 5p pershare;(iii) the maximum price (exclusive of expenses) which may be paid for suchOrdinary Shares is not more than 5 per cent. above the average of the middlemarket quotations for the Ordinary Shares derived from the Daily Official Listof the London Stock Exchange for the five business days before the purchase ismade;(iv) the authority hereby conferred shall expire at the conclusion of the nextAnnual General Meeting of the Company; and(v) the company may make a contract or contracts to purchase Ordinary Sharesunder the authority hereby conferred prior to the expiry of such authoritywhich will or may be executed wholly or partly after the expiry of suchauthority, and may make a purchase of Ordinary Shares in pursuance of any suchcontract or contracts. Ordinary Resolution Resolution 10That the directors be and are hereby authorised to amend the Rules of theCountrywide Sharesave Plan (the ``Sharesave Plan'') into the form presented tothe Meeting and for the purpose of identification marked ``A'' and signed bythe Chairman thereof or into such other forms as may be required by the InlandRevenue for the purposes of obtaining approval of the Countrywide SharesavePlan under the provisions of section 516 and Schedule 3 of the Income Tax(Earnings and Pensions) Act 2003 and to do all acts and things which they mayconsider necessary or expedient for implementing and giving effect to the same. Ordinary Resolution Resolution 11That the directors be and are hereby authorised to amend the Rules of theCountrywide Approved Share Option Plan (the ``Approved Share Option Plan'')into the form presented to the Meeting and for the purpose of identificationmarked ``B'' and signed by the Chairman thereof or into such other forms as maybe required by the Inland Revenue for the purposes of obtaining approval of theCountrywide Share Option Plan under the provisions of Section 521 and Schedule4 of the Income Tax (Earnings and Pensions) Act 2003 and to do all acts andthings which they consider necessary or expedient for implementing and givingeffect to the same. Ordinary Resolution Resolution 12That the directors be and are hereby authorised to amend the Rules of theCountrywide Unapproved Share Option Plan (the ``Unapproved Share Option Plan'')into the form presented to the meeting and for the purpose of identificationmarked ``C'' and signed by the Chairman thereof or into any other forms as theyconsider necessary or expedient for implementing and giving effect to the same. Ordinary Resolution Resolution 13That the directors be and are hereby authorised to amend the Rules of theCountrywide Assured Group plc Savings Related Share Option Scheme (1996) (the``1996 SAYE'') into the form presented to the Meeting and for the purpose ofidentification marked ``D'' and signed by the Chairman thereof or into anyother forms as they consider necessary or expedient for implementing and givingeffect to the same. Ordinary Resolution Resolution 14That the directors be and are hereby authorised to amend the Rules of theCountrywide Assured Group plc Executive Share Option Scheme (1996) (the ``1996ESOS'') into the form presented to the Meeting and for the purpose ofidentification marked ``E'' and signed by the Chairman thereof or into anyotherforms as they consider necessary or expedient for implementing and givingeffect to the same. Ordinary Resolution Resolution 15That the directors be and are hereby authorised to establish The Countrywide2006 Performance Share Plan (the ``Performance Share Plan''), a copy of thedraft rules of which has been produced to the meeting and initialled by theChairman (for the purposes of identification marked ``F'' only).Dated this 11th day of May 2006 ______________________ Chairman/Director ENDCOUNTRYWIDE PLCRelated Shares:
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