10th May 2007 17:25
Kazakhmys PLC10 May 2007 Company No. 5180783 The Companies Act 1985 Company Limited by Shares SPECIAL RESOLUTIONS OF KAZAKHMYS PLC Passed 9 May 2007 at the General Meeting of the Company At the Annual General Meeting of Kazakhmys PLC duly convened and held atClaridge's, Brook Street, Mayfair, London W1K 4HR, United Kingdom, on Wednesday9 May 2007, the following resolutions were duly passed: SPECIAL RESOLUTIONS 10. To authorise the Directors pursuant to section 95 of the Companies act 1985to allot equity securities (as defined in section 94 (2) of the Companies Act1985) for cash as if section 89 (1) of the Companies Act 1985 did not apply toany such allotment provided that this power shall be limited to the allotment ofequity securities: 10.1 in connection with a rights issue; and10.2 otherwise than in connection with a rights issue, up to an aggregate nominal amount of £4,674,742, in each case for a period expiring on the earlier of 8 August 2008 or theCompany's Annual General Meeting in 2008 and save that the Directors may beforesuch expiry make an offer or agreement which would or might require equitysecurities to be allotted after the expiry of such period. For the purposes of this Resolution 10, i. "rights issue" means an offer of equity securities open for acceptance for a period fixed by the Directors to 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 (for which purpose holdings in certificated and uncertificated form may be treated as separate holdings) but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or legal or practical problems under the laws of, or the requirements of, any recognised regulatory body or any stock exchange in, any territory;ii. References to an allotment of equity securities shall include a sale of treasury shares;iii. 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. The power conferred by this Resolution 10, insofar as it relates to theallotment of equity securities rather than the sale of treasury shares, isgranted pursuant to Resolution 9 above conferring authority under section 80 ofthe Companies Act 1985. and 11. To authorise the Company generally and unconditionally for thepurposes of section 166 of the Companies Act 1985 to make one or more marketpurchases (within the meaning of section 163(3) of the Companies Act 1985) ofordinary shares of 20 pence each in the capital of the Company provided that: 11.1 the maximum aggregate number of ordinary shares authorised to be purchased is 46,747,420;11.2 the minimum price which may be paid for an ordinary share is 20 pence per ordinary share;11.3 the maximum price which may be paid for an ordinary share is 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 ordinary share is contracted to be purchased or (b) the higher of the price of the last independent trade and 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);11.4 unless previously renewed, varied or revoked, this authority shall continue for a period expiring on the earlier of 8 August 2008 or the Company's Annual General Meeting in 2008, save that the Company may make a contract or contracts to purchase ordinary shares under this authority before the expiry of such authority which will or may be executed wholly or partly after the expiry of such authority. For further information please contact: Robert Welch, Company Secretary Tel: +44 20 7901 7831Kazakhmys PLC This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
KAZ.L