7th Sep 2010 15:05
GREENE KING PLC
RESULTS OF AGM
At the annual general meeting of Greene King plc held at the Millennium Grandstand, Rowley Mile Racecourse Conference Centre, Newmarket on Tuesday 7 September 2010, the following resolutions were passed, resolutions 1 to 9 as ordinary resolutions and resolutions 10 to 13 as special resolutions.
1 To receive the report of the directors and the company's accounts for the fifty-two weeks ended 2 May 2010 and the auditors' report thereon.
2 To approve the directors' remuneration report (as set out on pages 75 to 81 of the annual report) for the fifty-two weeks ended 2 May 2010.
3 To declare a final dividend of 15.6p per ordinary share.
4 To re-elect Rooney Anand as a director of the company.
5 To re-elect Ian Durant as a director of the company.
6 To re-elect Norman Murray as a director of the company.
7 To re-appoint Ernst & Young LLP as auditors of the company until the conclusion of the next general meeting at which accounts are laid before the company.
8 To authorise the directors to determine the remuneration of the auditors of the company.
9 That the directors be generally and unconditionally authorised pursuant to and in accordance with Section 551 of the Companies Act 2006 to exercise all the powers of the company to allot shares, or grant rights to subscribe for or to convert any security into shares up to a nominal amount of £9,001,031, such authority to apply in substitution for all pre-existing authorities under that section (or its predecessor section 80 of the Companies Act 1985); and, unless renewed, revoked or varied in accordance with the Act, to expire at the end of the next AGM to be held in 2011 or on 7 February 2012, whichever is the earlier but, in each case, so that the company may before such expiry make offers and enter into agreements which would, or might, require the allotment of shares in the company, or the grant of rights to subscribe for or to convert any security into shares in the company after the authority ends.
10 Special resolution
That, subject to the passing of resolution 9 above, the directors be empowered to allot equity securities (within the meaning of section 560(1) of the Companies Act 2006 (the Act)) wholly for cash pursuant to the authority given by resolution 9 above or where the allotment constitutes an allotment of equity securities by virtue of Section 560(3) of the Act, in each case:
i. in connection with a pre-emptive offer; and
ii. otherwise than in connection with a pre-emptive offer, up to a maximum nominal amount of £1,350,154,
as if section 561(1) of the Act did not apply to any such allotment;
such power to expire at the end of the next AGM to be held in 2011 or on 7 February 2012, whichever is the earlier but so that the company may make offers and enter into agreements during this period which would, or might, require equity securities to be allotted after the power ends.
For the purposes of this resolution:
(a) 'pre-emptive offer' means an offer of equity securities open for acceptance for a period fixed by the directors to (a) holders (other than the company) on the register on a record date fixed by the directors of ordinary shares in proportion to their respective holdings and (b) other persons so entitled by virtue of the rights attaching to any other equity securities held by them, but subject in both cases to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates or legal, regulatory or practical problems in, or under the laws of, any territory;
(b) references to an allotment of equity securities shall include a sale of treasury shares; and
(c) the nominal amount of any securities shall be taken to be, in the case of rights to subscribe for or convert any securities into shares of the company, the nominal amount of such shares which may be allotted pursuant to such rights.
11 Special resolution
That, in substitution for any existing authority, the company be and is hereby generally and unconditionally authorised for the purposes of section 701 of the Companies Act 2006 (the Act), to make market purchases (within the meaning of section 693 of the Act) of fully paid ordinary shares of 12½p each on such terms and in such manner as the directors of the company may decide provided that:
(i) the maximum number of ordinary shares which may be purchased by the company pursuant to this authority shall be 21,602,476 (representing approximately 10% of the company's issued share capital at 20 July 2010);
(ii) the minimum price (exclusive of expenses) which may be paid for each ordinary share shall be not less than the nominal value of the ordinary shares at the time of purchase;
(iii) the maximum price (exclusive of expenses) which may be paid for each ordinary share purchased pursuant to this authority shall be an amount equal to the higher of (a) 105% of the average of the closing price of the company's ordinary shares (as derived from the London Stock Exchange Daily Official List) for the five business days immediately preceding the day on which such share is contracted to be purchased or (b) the price of the last independent trade or the highest current bid as stipulated by Article 5(1) of Commission Regulation (EC) 22 December 2003 implementing the Market Abuse Directive as regards exemptions for buy-back programmes and stabilisation of financial instruments (No 2273/2003); and
(iv) unless previously varied, revoked or renewed, the authority conferred by this resolution shall expire at the end of the next AGM or 7 February 2012, whichever is the earlier, but the company may make a contract to purchase ordinary shares under this authority before its expiry which will or may wholly or partly after the expiry of this authority, and may complete such a purchase as if this authority had not expired.
12 Special resolution
That a general meeting (other than an AGM) may be called on not less than 14 clear days' notice, provided that this authority shall expire at the end of the next AGM or 7 February 2012, whichever is the earlier.
13 Special resolution
That the new articles produced to the meeting and initialled by the chairman of the meeting for the purpose of identification be adopted as the articles of association of the company in substitution for, and to the exclusion of, the existing articles of association.
For further information please contact:
Lindsay Keswick
Company Secretary
Tel: 01284 763222
Related Shares:
Greene King