Result of AGM
Balfour Beatty PLC
15 May 2003
AGM Poll Results
At the Company's Annual General Meeting held on 15 May 2003, a poll was demanded
on each of the resolutions put before the meeting. The results of the polls, as
reported by Computershare Investor Services PLC, were as follows:
Resolution 1 (Adoption of 2002 Report and Accounts)
THAT the Directors' Report and the Accounts for the year ended 31 December 2002
are received and adopted.
Votes for: 265,357,053
Votes against: 77,993
Resolution 2 (Approval of Remuneration Report)
THAT the Directors' Remuneration Report for the year ended 31 December 2002 is
approved.
Votes for: 221,191,610
Votes against: 36,288,573
Resolution 3 (Declaration of final dividend)
THAT the final dividend of 3.05p, net, per Ordinary Share recommended by the
Directors is declared payable on 1 July 2003 to Ordinary Shareholders on the
Register of Members at the close of business on 2 May 2003.
Votes for: 268,657,971
Votes against: 6,333
Resolution 4 (Re-election of Mr M K Eckersall)
THAT Mr M K Eckersall, who retires under Article 96 of the Articles of
Association of the Company and, being eligible, offers himself for re-election,
is re-elected a Director of the Company.
Votes for: 266,615,908
Votes against: 2,046,335
Resolution 5 (Re-election of Mr I P Tyler)
THAT Mr I P Tyler, who retires under Article 96 of the Articles of Association
of the Company and, being eligible, offers himself for re-election, is
re-elected a Director of the Company.
Votes for: 266,623,195
Votes against: 2,039,048
Resolution 6 (Re-election of Mr P J L Zinkin)
THAT Mr P J L Zinkin, who retires under Article 96 of the Articles of
Association of the Company and, being eligible, offers himself for re-election,
is re-elected a Director of the Company.
Votes for: 189,503,824
Votes against: 38,807,991
Resolution 7 (Election of Mr R Delbridge)
THAT Mr R Delbridge, who retires under Article 102 of the Articles of
Association of the Company and, being eligible, offers himself for election, is
elected a Director of the Company.
Votes for: 266,616,521
Votes against: 2,046,041
Resolution 8 (Election of Mr A L P Rabin)
THAT Mr A L P Rabin, who retires under Article 102 of the Articles of
Association of the Company and, being eligible, offers himself for election, is
elected a Director of the Company.
Votes for: 266,623,191
Votes against: 2,039,371
Resolution 9 (Election of Mr A J Wivell)
THAT Mr A J Wivell, who retires under Article 102 of the Articles of Association
of the Company and, being eligible, offers himself for election, is elected a
Director of the Company.
Votes for: 260,391,360
Votes against: 2,197,784
Resolution 10 (Election of Sir David Wright)
THAT Sir David Wright, who retires under Article 102 of the Articles of
Association of the Company and, being eligible, offers himself for election, is
elected a Director of the Company.
Votes for: 266,335,801
Votes against: 2,326,442
Resolution 11 (Re-appointment of auditors)
THAT Deloitte & Touche be re-appointed Auditors of the Company from the end of
this Annual General Meeting until the conclusion of the General Meeting at which
the next Directors' Report and Accounts are laid.
Votes for: 264,216,145
Votes against: 4,118,298
Resolution 12 (Authority to allot unissued shares)
THAT the Directors be authorised in the terms of paragraph (B)(i) of Article 11
of the Company's Articles of Association to allot relevant securities for the
period beginning on 15 May 2003 and ending at the conclusion of the Company's
Annual General Meeting to be held in 2008, or, if earlier, on 15 May 2008 and
for such period the Section 80 Amount (as defined in paragraph (B)(iii) of that
Article) shall be £69,247,099, such authority to replace the authority to allot
relevant securities granted by Resolution 8 passed at the Annual General Meeting
of the Company held on 16 May 2002.
Votes for: 268,503,529
Votes against: 160,593
Resolution 13 (Authority to allot shares for cash)
THAT, subject to and conditional upon the passing of Resolution 12 set out in
this Notice of Annual General Meeting dated 8 April 2003, the Directors be
empowered in the terms of paragraph (B)(ii) of Article 11 of the Company's
Articles of Association to allot equity securities pursuant to the authority
granted by that Resolution wholly for cash for the period beginning on 15 May
2003 and ending at the conclusion of the Company's Annual General Meeting to be
held in 2004 or, if earlier, on 15 August 2004 and for such period the Section
89 Amount (as defined in paragraph (B)(iii) of that Article) shall be
£10,387,064.
Votes for: 268,285,015
Votes against: 380,128
Resolution 14 (Authority to purchase Ordinary and Preference
Shares)
THAT, pursuant to Article 7 of the Company's Articles of Association and subject
to and conditional upon the passing of the Extraordinary Resolution set out in
the Notice dated 8 April 2003 convening a Separate Class Meeting of the holders
of the Cumulative Convertible Redeemable Preference Shares of 1p each in the
Company (the 'Convertible Preference Shares'), the Company be and is hereby
generally and unconditionally authorised for the purpose of Section 166 of the
Companies Act 1985 to make one or more market purchases (within the meaning of
Section 163(3) of that Act) of ordinary shares of 50p each in the Company (the '
Ordinary Shares') and/or Convertible Preference Shares in the Company on the
following terms:
(a) the maximum number of ordinary shares hereby authorised to be
purchased is 41,550,750 and the maximum number of Convertible Preference Shares
hereby authorised to be purchased is 22,448,679;
(b) the maximum price (exclusive of expenses) which may be paid for a
share shall be not more than 5% above the average of the market value of a share
of the same class for the five business days immediately preceding the date on
which such share is contracted to be purchased;
(c) the minimum price (exclusive of expenses) which may be paid for a
share is its nominal value;
(d) unless previously varied, revoked or renewed, the authority hereby
conferred shall expire at the conclusion of the Annual General Meeting of the
Company to be held in 2004 or on 15 November 2004, whichever shall be the
earlier; and,
(e) the Company may make a contract or contracts to purchase shares under
the authority hereby conferred prior to the expiry of such authority which will
or may be executed wholly or partly after the expiry of such authority and may
purchase shares in pursuance of any such contract or contracts.
Votes for: 268,584,391
Votes against: 79,752
Resolution 15 (Authority to make EU political donations)
THAT the Company be authorised to make donations to EU political organisations
and to incur EU political expenditure, not exceeding £25,000 in total in each
year during the period of four years beginning with the date of the 2003 Annual
General Meeting.
Votes for: 242,422,032
Votes against: 1,641,623
Resolution 16 (Amendments to the Articles of Association)
THAT the Articles of Association of the Company be amended as set out in the
Appendix to this Notice of Annual General Meeting.
Votes for: 268,580,458
Votes against: 80,731
Accordingly, Resolutions 1 to 12 (inclusive) and Resolution 15 were passed as
Ordinary Resolutions, and Resolutions 13, 14 and 16 were passed as Special
Resolutions.
15 May 2003
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