7th May 2008 14:30
Savills PLC07 May 2008 Savills plc Annual General Meeting - Special Business At the Annual General Meeting of the above-named company, duly convened and heldat 20 Grosvenor Hill, Berkeley Square, London W1K 3HQ on 7 May 2008. All theresolutions were passed on a show of hands including the following SpecialBusiness: 10. Passed as an Ordinary Resolution: THAT the Directors be and they are hereby generally and unconditionallyauthorised to exercise all powers of the Company to allot relevant securities(as defined in Section 80(2) of the Companies Act 1985 (the 'Act')), up to anaggregate nominal amount of £1,098,674 (being just less than one-third of theissued share capital as at 25 March 2008), such authority to expire at theconclusion of the Annual General Meeting of the Company in 2009 or on 1 July2009, whichever is the earlier, save that the Company may before such expirymake any offer or agreement which would or might require relevant securities tobe allotted after such expiry and the Directors may allot relevant securities inpursuance of any such offer or agreement as if the authority conferred herebyhad not expired. 11. Passed as a Special Resolution: THAT subject to the passing of Resolution 10 above, the Directors be and arehereby empowered pursuant to Section 95(1) of the Act to: (a) allot equity securities (as defined in Section 94(2) of the Act) of theCompany for cash pursuant to the authority conferred by Resolution 10 as ifSection 89(1) of the Act did not apply to any such allotment; and (b) sell relevant shares (as defined in Section 94(5) of the Act) in the Companyif, immediately before the sale such shares are held by the Company as treasuryshares (as defined in Section 94(3A) of the Act) ('treasury shares') for cash(as defined in Section 162D(2) of the Act), as if Section 89(1) of the Act didnot apply to any such allotment or sale; provided that this power shall be limited to the allotment of equity securitiesand the sale of treasury shares: (i) in connection with an offer or rights issue in favour of ordinaryshareholders where the equity securities attributable to each holder areproportionate (as nearly as practicable) to the respective number of ordinaryshares held by them on the record date for such allotment but subject to suchexclusions as the Directors may deem necessary or expedient to deal withfractional entitlements, treasury shares record dates or legal or practicalproblems arising under the laws of any territory or requirements of anyregulatory body or any stock exchange in any territory or any other matterwhatsoever; and (ii) otherwise than pursuant to paragraph (i) of this resolution, up to anaggregate nominal amount of £164,801; and shall, unless revoked or renewed in accordance with Section 95(3) of theAct, expire at the conclusion of the Annual General Meeting of the Company in2009 or on 1 July 2009, whichever is the earlier, save that the Company maybefore such expiry make any offer or enter into any agreement which would ormight require equity securities to be allotted, or treasury shares to be soldafter such expiry and the Directors may allot equity securities or sell treasuryshares in pursuance of such offer or agreement as if the power conferred herebyhad not expired. 12. Passed as a Special Resolution: THAT the Company be and is hereby authorised for the purposes of Section 166 ofthe Act to purchase, for cancellation or for retention as treasury shares, itsown ordinary shares of 2.5p each by way of market purchase within the meaning ofsection 163(3) of the Act upon and subject to the following conditions: (i) the maximum number of shares which may be purchased is a total of 13,184,093ordinary shares (representing just less than 10% of the issued ordinary sharecapital); (ii) the maximum price (exclusive of expenses) which may be paid for each shareis an amount equal to the higher of (a) 105% of the average of the middle marketquotations for the shares of the Company as derived from the Daily Official Listof the London Stock Exchange plc for the five business days immediatelypreceding the day on which such share is contracted to be purchased and (b) theprice stipulated by Article 5(1) of the EU Buyback and Stabilisation Regulation2003 (No: 2273/2003); (iii) the minimum price (exclusive of expenses) at which shares may be purchasedis the par value of such ordinary shares; and (iv) the authority to purchase conferred by this resolution shall expire at theconclusion of the Annual General Meeting in 2009 or 1 July 2009, whichever isthe earlier, provided that any contract for the purchase of any shares asaforesaid which was completed before the expiry of the said authority may beexecuted wholly or partly after the said authority expires. 13. Passed as a Special Resolution: THAT: (a) the Articles of Association in the form of the draft produced to the meetingmarked 'X' and initialled by the Chairman of the meeting for the purpose ofidentification be adopted as the Articles of Association of the Company insubstitution for, and to the exclusion of, the existing Articles of Association;and (b) with effect from 00.01 a.m. on 1 October 2008, (or such date on whichSection 175 of the Companies Act 2006 shall come into effect) the new Articlesof Association of the Company adopted pursuant to paragraph (a) of thisResolution be amended so they are in the form of the draft produced to themeeting marked 'Y' and initialled by the Chairman of the meeting for the purposeof identification. _______________________________ Full details of the proxy votes received from shareholders prior to the meetingfor each resolution will be made available on the Company's website:www.savills.com Two copies of the special resolutions passed at the Annual General Meeting willbe submitted to the Financial Services Authority (the "FSA") and will shortly beavailable for inspection at the FSA Document Viewing Facility, which is situatedat: The Financial Services Authority, 25 The North Colonnade, Canary Wharf, London,E14 5HS Ends This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Savills