21st May 2007 10:06
Lookers PLC21 May 2007 LOOKERS PLC RESOLUTIONS PASSED AT ANNUAL GENERAL MEETING Lookers plc (the Company), advises that the following Resolutions were passed atthe Annual General Meeting of the Company held on Friday 18 May 2007. ORDINARY RESOLUTION 10. To authorise the Directors to generally and unconditionally in accordancewith section 80 Companies Act 1985 to exercise all the powers of the Company toallot relevant securities (with the meaning of the said Section 80) up to anaggregate nominal amount of £3,003,255 (60,065,010 shares) during the periodcommencing on the date of the passing of this Resolution and expiring on thedate of the next Annual General Meeting of the Company but so that thisauthority shall all the Company to make, before the expiry of this authorityoffers or agreements which would or might require relevant securities to beallotted after such expiry, and notwithstanding such expiry, the Directors mayallot relevant securities in pursuance of such offers of agreements (Resolution10). SPECIAL RESOLUTION 11. A Special Resolution, to empower the Directors to allot equitysecurities (as defined for the purposes of Section 95 of the Companies Act 1985('the Act')) pursuant to Section 80 of the Act, as if Section 89(1) of the Actdid not apply to any such allotment provided that this power shall be limited: (i) to the allotment of equity securities in connection with any rightsissue in favour of holders of the ordinary shares in the capital of the Companyon the register of members at such record date or dates as the Directors maydetermine for the purposes of the issue where the equity securities respectivelyattributable to the interests of all such shareholders are proportionate (asnearly as may be) to the respective number of ordinary shares in the capital ofthe Company held by the ordinary shareholders, and for the avoidance of doubt,the Directors may make such exclusions or other arrangements as the Directorsmay deem necessary or expedient to deal with fractional entitlements or legal orpractical problems under the laws of overseas jurisdictions or the requirementsof any regulatory body; and (ii) to the allotment (other than pursuant to sub-paragraph (i) above) ofequity securities having an aggregate maximum nominal amount of £450,487(9,000,751 shares) in the case of ordinary shares and this power shall expire onthe date of the next Annual General Meeting of the Company after the passing ofthis Resolution save that the Company may before such expiry make an offer oragreement which would or might require equity securities to be allotted aftersuch expiry and the Directors may allot equity securities in pursuance of suchoffer or agreement as if the power conferred hereby had not expired (Resolution11). 12. As a Special Resolution, to authorise the Company both generally andunconditionally to make market purchases (within the meaning of Section 163 ofthe Companies Act 1985) of ordinary shares of 5 pence each in the capital of theCompany provided that: (i) the aggregate maximum Nominal value of ordinary shares herebyauthorised to be purchased is £900,907 (18,019,503 shares); (ii) the minimum price which may be paid for ordinary shares is 5 penceper ordinary share; (iii) the maximum price which may be paid for ordinary shares is an amountequal to 105% of the average of the middle market quotations for an ordinaryshare as derived from the London Stock Exchange Daily Official List for the fivebusiness days immediately preceding the day on which the ordinary share ispurchased; (iv) the authority hereby conveyed shall expire at the conclusion of thenext Annual General Meeting of the Company, unless such authority is renewedprior to such time; and (v) the Company may make a contract to purchase ordinary shares under theauthority hereby conveyed prior to the expiry of such authority which will ormay be executed wholly or partly after the expiry of such authority, and maymake a purchase of ordinary shares in pursuance of any such contract (Resolution12). S R MacDonaldCompany Secretary21 May 2007 This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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