1st Aug 2005 13:03
UNITED UTILITIES PLC RESOLUTIONS PASSED 1 AUGUST 2005 At the annual general meeting held on 29 July 2005, at the Bridgewater Hall,Manchester the following resolutions were duly passed as special resolutions:13. DISAPPLICATION OF STATUTORY PRE-EMPTION RIGHTSIT WAS RESOLVEDTHAT 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 definedin sections 94(2) and 94(3A) of the Act) of the company, pursuant to thegeneral authority conferred by resolution 12 set out in the notice conveningthis meeting, as if section 89(1) of the Act did not apply to any suchallotment, provided that this power shall be limited to:(a) the allotment of equity securities in connection with a rights issue orother issue in favour of the holders of ordinary shares and in favour ofholders of any other class of equity security in accordance with the rightsattached to such class, where the equity securities respectively attributableto the interests of such persons are proportionate (as nearly as may be) to therespective numbers of equity securities held by them, subject only to suchexclusions or other arrangements as the directors may judge to be necessary orexpedient to deal with fractional entitlements or any legal or practicalproblems arising under the laws of any territory, or due to any shares beingrepresented by depositary receipts, or to deal with the requirements of anyrecognised regulatory body or any stock exchange in any territory; and(b) the allotment (otherwise than pursuant to sub-paragraph (a) of thisresolution) of equity securities which are, or are to be, wholly paid up incash and have an aggregate nominal amount not exceeding ‚£43,564,148;and provided further that the authorities conferred by sub-paragraphs (a) and(b) of this resolution shall expire at the conclusion of the next annualgeneral meeting of the company, or if earlier on 29 October 2006, save that inany such case, the directors shall be entitled to make at any time prior tosuch expiry any offer or agreement which would or might require equitysecurities to be allotted thereafter and the directors may allot equitysecurities in pursuance of any such offer or agreement as if the authorityconferred had not expired.These authorities are in substitution for all authorities subsisting at thetime this resolution is passed.14. MARKET PURCHASE OF ITS OWN SHARES BY THE COMPANYIT WAS RESOLVED:THAT in accordance with Chapter VII of the Act, or otherwise as permitted bylaw and by the company's articles of association, the company be and is herebygenerally and unconditionally authorised to make market purchases (as definedin section 163(3) of the Act) of its own ordinary shares of ‚£1 each on suchterms and in such manner as the directors of the company may from time to timedetermine, 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 29 October 2006;(b) be limited to the purchase of a maximum of 87,128,296 ordinary shares;(c) not permit the payment per ordinary share of more than five per cent abovethe average of the middle market quotations for an ordinary share derived fromthe Daily Official List of The London Stock Exchange for the five business daysimmediately preceding the day on which any such share is contracted to bepurchased by the company (excluding expenses (if any) payable by the company);(d) before its expiry entitle the company to enter into any contract for thepurchase of ordinary shares which might be executed and completed wholly orpartly after its expiry; and(e) only be capable of variation, revocation or renewal by special resolutionof the company in general meeting.15. AMENDING THE ARTICLES OF ASSOCIATIONIT WAS RESOLVEDTHAT the regulations set out in the printed document produced to the meetingand signed by the chairman thereof, be and they are hereby adopted as thearticles of association of the company, to the complete exclusions of allexisting articles of association of the company.Copies of the new articles of association are available for inspection at theUK 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 shares trade on the London Stock Exchange and itsADRs, each equal to two ordinary shares, trade on the New York Stock Exchangeunder the Trading Symbol `UU'.ENDUNITED UTILITIES PLCRelated Shares:
United Utilities