AGM Resolutions

RNS Number : 3578P

British Airways PLC

14 July 2010

 



BRITISH AIRWAYS Plc - ANNUAL GENERAL MEETING 2010

At the Annual General Meeting held on 13 July 2010, the following resolutions concerning special business were duly passed:

Ordinary Resolution

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 convert any securities to shares:

(i)         up to a nominal amount of £95 million;

(ii)         comprising equity securities (as defined in the Companies Act 2006) up to a further nominal amount of £95 million in connection with an offer by way of a rights issue

such authorities to apply in substitution for all previous authorities pursuant to Section 551 of the Companies Act 2006 and to expire at the end of the next Annual General Meeting or on 13 October 2011, whichever is the earlier but, in each case, so that the Company may make offers and enter into agreements during the relevant period which would, or might, require shares to be allotted or rights to subscribe for or to convert any security into shares to be granted after the authority ends.

For the purposes of this Resolution "rights issue" means an offer to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings to subscribe for further securities by means of the issue of a renounceable letter (or other negotiable document) which may be traded for a period before payment for the securities is due, but subject 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.

Special Resolution

That:

subject to the passing of Resolution 8 above, the Directors be empowered to allot equity securities (as defined in Section 560(1) of the Companies Act 2006) wholly for cash:

(i)         pursuant to the authority given by paragraph (i) of Resolution 8 above or where the allotment constitutes an allotment of equity securities by virtue of Section 560(3) of the Companies Act 2006 in each case:

(I)         in connection with a pre-emptive offer; and

(II)         otherwise than in connection with a pre-emptive offer, up to an aggregate nominal amount of £14 million; and

(ii)         pursuant to the authority given by paragraph (ii) of Resolution 8 above in connection with a rights issue,

as if Section 561(1) of the Companies Act 2006 did not apply to any such allotment;

such power to expire at the end of the next Annual General Meeting or on 13 October 2011, 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)        "rights issue" has the same meaning as in Resolution 8 above;

(b)        "pre-emptive offer" 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 but subject 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;

(c)        references to an allotment of equity securities shall include a sale of treasury shares; and

(d)        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.

Special Resolution

That:

the Company be and is hereby generally and unconditionally authorised for the purposes of Section 701 of the Companies Act 2006 to make market purchases (within the meaning of Section 693 of the Companies Act 2006) of its ordinary shares upon and subject to the following conditions:

(a)        the maximum number of ordinary shares which are authorised to be purchased shall be such number as represents 10 per cent of the aggregate nominal amount of the Company's issued ordinary share capital as at the date of the passing of this resolution;

(b)        the maximum price, exclusive of any expenses, which may be paid for any ordinary share shall be the higher of:

(1)        an amount equal to 105 per cent of the average of the middle market quotations for the Company's ordinary shares as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the date on which such shares are contracted to be purchased; and

(2)        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).

(c)        the minimum price, exclusive of any expenses, which may be paid for any ordinary share shall not be less than the nominal value of such ordinary share at the time of the purchase; and

(d)        the authority conferred by this resolution shall, unless renewed prior to such time, expire at the end of the next Annual General Meeting or on 13 October 2011, whichever is the earlier, save that the Company may before such expiry enter into a contract of purchase under which such purchase may be completed or executed wholly or partly after the expiry of this authority.

Special Resolution

That:

a general meeting other than an Annual General Meeting may be called on not less than 14 clear days' notice.

Alan Buchanan

Company Secretary

14 July 2010

 

END

 

 

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