30th Jul 2007 14:48
UNITED UTILITIES PLC RESOLUTIONS PASSED 30 JULY 2007
At the annual general meeting held on 27 July 2007, at the Bridgewater Hall, Manchester the following resolutions were duly passed as special business. Resolutions 12, 13, 15 and 16 were passed as ordinary resolutions and resolutions 14 and 17 as special resolutions.
12 INCREASE IN ORDINARY SHARE CAPITAL
IT WAS RESOLVED
THAT the authorised ordinary share capital of the company is hereby increased from ‚£1,119,000,000 to ‚£1,300,000,000 by the creation of an additional 181,000,000 ordinary shares of one pound each.
13 ALLOTMENT AUTHORITY
IT WAS RESOLVED
THAT the directors be and they are hereby generally and unconditionally authorised in accordance with section 80 of the Companies Act 1985 (`the Act') to exercise all the powers of the company to allot relevant securities (as defined in section 80(2) of the Act) of the company up to an aggregate nominal amount of ‚£293,344,197 provided that this authority shall expire on the earlier of the conclusion of the next annual general meeting of the company and 27 October 2008, save that the company may, before such expiry, make any offer or agreement which would or might require relevant securities to be allotted after such expiry and the directors may allot relevant securities in pursuance of such an offer or agreement as if the authority conferred hereby had not expired. This authority is in substitution for all authorities subsisting at the time this resolution is passed.
14 DISAPPLICATION OF STATUTORY PRE-EMPTION RIGHTS
IT WAS RESOLVED
THAT the directors be and they are hereby empowered pursuant to section 95(1) of the Act to make an allotment or allotments of equity securities (as defined in sections 94(2) and 94(3A) of the Act) of the company, pursuant to any general authority conferred on the directors, as if Section 89(1) of the Act did not apply to any such allotment, provided that this power shall be limited to:
(a) the allotment of equity securities in connection with a rights issue or
other issue in favour of the holders of ordinary shares and in favour of holders of any other class of equity security in accordance with the rights attached to such class, where the equity securities respectively attributable to the interests of such persons are proportionate (as nearly as may be) to the respective numbers of equity securities held by them, subject only to such exclusions or other arrangements as the directors may judge to be necessary or expedient to deal with fractional entitlements or any legal or practical problems arising under the laws of any territory, or due to any shares being represented by depository receipts, or to deal with the requirements of any recognised regulatory body or any stock exchange in any territory; and
(b) the allotment (otherwise than pursuant to sub-paragraph (a) of this
resolution) of equity securities which are, or are to be, wholly paid up in cash and have an aggregate nominal amount not exceeding ‚£44,001,629; and provided further that the authorities conferred by sub-paragraphs (a) and (b) of this resolution shall expire at the conclusion of the next annual general meeting of the company, or if earlier on 27 October 2008, save that in any such case, the directors shall be entitled to make at any time prior to such expiry any offer or agreement which would or might require equity securities to be allotted thereafter and the directors may allot equity securities in pursuance of any such offer or agreement as if the authority conferred had not expired.
These authorities are in substitution for all authorities subsisting at the time this resolution is passed.
15 MARKET PURCHASE OF ITS OWN SHARES BY THE COMPANY
IT WAS RESOLVED:
THAT in accordance with Chapter VII of Part V of the Act, or otherwise as permitted by law and by the company's articles of association, the company be and is hereby generally and unconditionally authorised to make market purchases (as defined in section 163(3) of the Act) of its own ordinary shares of ‚£1 each on such terms and in such manner as the directors of the company may from time to time determine, provided that the authority conferred by this resolution shall:
(a) expire at the conclusion of the next annual general meeting of the company, or if earlier on 27 October 2008; (b) be limited to the purchase of a maximum of 88,003,259 ordinary shares; (c) require that the company does not pay less than ‚£1 for each share; (d) not permit the payment per ordinary share of more than five per cent above the average of the middle market quotations for an ordinary share derived from the Daily Official List of The London Stock Exchange for the five business days immediately preceding the day on which any such share is contracted to be purchased by the company (excluding expenses (if any) payable by the company); (e) before its expiry entitle the company to enter into any contract for the purchase of ordinary shares which might be executed and completed wholly or partly after its expiry; and (f) only be capable of variation, revocation or renewal by special resolution of the company in general meeting.
16 MATCHING SHARE PLAN
IT WAS RESOLVED
THAT the directors of the company be authorised:
(a) to adopt and establish the United Utilities PLC 2007 Matching Share Award
Plan, the principal terms of which are summarised in appendix 1 to this notice of meeting and to be constituted by the rules produced in draft to the meeting and for the purpose of identification initialled by the chairman of the meeting, and to do all such things as may be necessary or desirable to operate such plan; and
(b) to establish further plans based on the United Utilities PLC 2007
Matching Share Award Plan but modified to take account of local taxes, exchange control or securities laws in overseas territories, provided that any shares made available under such further plans are treated as counting against any limits on individual or overall participation in the United Utilities PLC 2007 Matching Share Award Plan.
17 AMENDMENT OF ARTICLES OF ASSOCIATION
IT WAS RESOLVED
THAT the articles of association of the Company be and are hereby amended as follows:
(a) by deletion of the final sentence of article 96 and also deleting the words "and section 293 CA 1985 shall not apply to the company" from that article (b) by inserting the following as a new article 132(g): "any proposal concerning any arrangement to be entered into by the Company for the provision of any indemnity in favour of any other current or former director, alternate director, company secretary, officer or employee of the Company or any of its subsidiary undertakings in respect of liabilities incurred by any such person in the course of his office or employment with the Company or any such subsidiary undertaking (notwithstanding the fact that such director may also be provided with an indemnity on equivalent terms)." (c) by deleting the existing article 160.1 and replacing it with the following: "160.1 the Company may give any notice, document or information to a member: (a) personally;(b) by sending it by post or other delivery service in a pre-paid envelope addressed to the member at his registered address or by leaving it at that address or by any other means, authorised in writing by the member concerned; (c) by electronic mail to an address authorised in writing by the member concerned; or(d) by making it available on a website provided that the Company has notified such member that the notice, document or information is so available by giving notice in the manner specified in any of the paragraphs (a), (b) or (c) of this article 160.1. In the case of a member registered on an overseas branch register any such document or information which is posted may be posted either in the United Kingdom or in the territory in which such branch register is maintained". (d) by inserting the following as a new article 160.6: "Where a member authorises the Company to serve notices, documents or information on that member by electronic mail, if the Company receives an immediate electronic notification that such electronic mail address has ceased to be maintained, the Company shall serve such notices, documents or information on the shareholder by such other means as may be permitted in accordance with article 160.1." (e) by deleting the last sentence of article 162.2 and replacing it with the following: "Any notice, document or information sent by electronic mail shall be deemed to be delivered at the time it was sent. Any notice, document or information made available on a website shall be treated as being delivered when the material was first made available on the website, or if later, when the recipient received (or is deemed to have received) notice of the fact that the material was available on the website."
Copies of the rules of the Matching Share Plan are available for inspection at the UK Listing Authority's Document Viewing Facility, telephone 0207 676 1000. References to `the Act' in the above resolutions are to the Companies Act 1985.
United Utilities' ordinary trade on the London Stock Exchange and its ADRs, each equal to two ordinary shares, trade OTC in the USA under the Trading Symbol "UUPLY".
UNITED UTILITIES PLCRelated Shares:
United Utilities