7th May 2008 16:30
CRH PLC07 May 2008 7th May 2008 CRH plc Annual General Meeting held on Wednesday, 7th May 2008 All Resolutions proposed at the Annual General Meeting of the Company heldon 7th May 2008 were duly passed, including the following items of specialbusiness: Resolution 8: "That Clause 4 (21) of the Memorandum of Association of the Company bedeleted and replaced by the following new Clause 4 (21):- "(21) To lend and advance money or other property or give credit or financialaccommodation to any company or person in any manner either with or withoutsecurity and whether with or without the payment of interest and upon such termsand conditions as the Company's board of directors shall think fit or expedientand to guarantee, indemnify, grant indemnities in respect of, enter into anysuretyship or joint obligation, or otherwise support or secure, whether bypersonal covenant, indemnity or undertaking or by mortgaging, charging, pledgingor granting a lien or other security over all or any part of the Company'sproperty (both present and future) or by any one or more of such methods or anyother method and whether in support of such guarantee or indemnity or suretyshipor joint obligation or otherwise, on such terms and conditions as the Company'sboard of directors shall think fit, the payment of any debts or the performanceor discharge of any contract, obligation or actual or contingent liability ofany person or company (including, without prejudice to the generality of theforegoing, the payment of any capital, principal, dividends or interest on anystocks, shares, debentures, debenture stock, notes, bonds or other securities ofany person, authority or company) including, without prejudice to the generalityof the foregoing, any company which is for the time being the Company's holdingcompany as defined in section 155 of the Companies Act 1963 and in any statutorymodification or re-enactment thereof, or subsidiary (as defined by the saidsection 155) of the Company or otherwise associated with the Company, in eachcase notwithstanding the fact that the Company may not receive anyconsideration, advantage or benefit, direct or indirect, from entering into anysuch guarantee or indemnity or suretyship or joint obligation or other arrangement or transaction contemplated herein." " Resolution 9: "That the Articles of Association be amended as follows:- (i) by deleting the definitions of "The Acts" and "Person" in Article 2 and replacing them with definitions as follows:- ""The Acts" means the Companies Acts, 1963 to 2005 and Parts 2 and 3 ofthe Investment Funds, Companies and Miscellaneous Provisions Act 2006, allstatutory instruments which are to be read as one with, or construed or readtogether as one with, the Companies Acts and every statutory modification andre-enactment thereof for the time being in force;" ""Person" means where the context permits an unincorporated body ofpersons, a partnership, a club or other association as well as an individual anda company which shall be deemed to include a body corporate, whether acompany (wherever formed, registered or incorporated), a corporationaggregate, a corporation sole and a national or local government or authority ordepartment or other legal entity or division or constituent thereof;" (ii) by deleting Article 12 and replacing it with the following new Article 12: "12. The Company may pay commission to any person in consideration of aperson subscribing or agreeing to subscribe, whether absolutely orconditionally, for any shares in the Company or procuring or agreeing toprocure subscriptions, whether absolute or conditional, for any shares in theCompany on such terms and subject to such conditions as the Directors maydetermine, including, without limitation, by paying cash or allotting andissuing fully or partly paid shares or any combination of the two. TheCompany may also, on any issue of shares, pay such brokerage as may belawful." (iii) by deleting sub-paragraphs (a) and (b) from the second paragraph of Article 89 and replacing them with the following: "(a) the amount of capital of the Company for the time being issued, paid up,or credited as paid up and the amount for the time being of the share premiumaccount; and (b) the amount standing to the credit of retained income, foreign currencytranslation reserve and other reserves, capital grants, deferred taxation andminority shareholders' interest, less the amount of any repayable Governmentgrants, all as shown in the then latest audited consolidated financialstatements of the Company; less (c) the aggregate amount for the time being of treasury shares and own sharesheld by the Company (such terms as used in the latest audited consolidatedfinancial statements of the Company):" (iv) by deleting Article 127 and replacing it with the following new Article 127: "127. Notwithstanding anything to the contrary contained in these Articles,whenever any person (including without limitation the Company, a Director,the Secretary, a member or any officer or person) is required or permitted bythese Articles, the Acts or any other enactment of the State to give informationin writing, such information may be given by electronic means or in electronicform, whether as electronic communication or otherwise, but only if the use ofsuch electronic or other communication conforms with all relevant legislationand provided further that the electronic means or electronic form used hasbeen approved of by the Directors." " Enquiries: Contact Angela MaloneCompany SecretaryPh.: +353 1 6344 340 This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
CRH