Result of AGM

RNS Number : 7950V

BT Group PLC

16 July 2009

 



BT Group plc

Announcement of AGM Poll Results

16 July 2009

Following the Annual General Meeting held on 15 July 2009, BT Group plc announces the results of the poll vote for each resolution as follows:

Annual General Meeting Resolutions	For	%	Against	%	Votes withheld
Ordinary Business
Resolution 1 That the accounts and reports of the directors and the auditors for the year ended 31 March 2009 be received.	4,491,395,133	99.81	8,449,594	0.19	14,999,682
Resolution 2 That the directors' remuneration report for the year ended 31 March 2009 be approved.	3,758,110,206	88.81	473,353,695	11.19	283,380,508
Resolution 3 That the final dividend of 1.1 pence per share recommended by the directors be declared to be payable on 7 September 2009 to holders of ordinary shares registered at the close of business on 14 August 2009.	4,487,722,809	99.72	12,379,576	0.28	14,742,024
Resolution 4 That Clayton Brendish be re-elected as a director.	4,440,836,602	98.76	55,668,796	1.24	18,339,011
Resolution 5 That Phil Hodkinson be re-elected as a director.	4,387,488,180	97.58	109,017,217	2.42	18,339,012
Resolution 6 That Tony Chanmugam be elected as a director.	4,443,114,963	98.81	53,514,797	1.19	18,214,649
Resolution 7 That PricewaterhouseCoopers LLP be reappointed auditors of the Company, to hold office until the end of the next general meeting at which accounts are laid before the Company.	4,490,029,772	99.78	10,007,695	0.22	14,806,942
Resolution 8 That the directors be authorised to decide the auditors' remuneration.	4,487,891,811	99.75	11,064,926	0.25	15,887,672
Special Business
Resolution 9 That the directors are authorised generally and without conditions under Section 80 of the Companies Act 1985 ('1985 Act') to allot relevant securities: (a) up to an amount of £127 million; (b) comprising equity securities up to a further amount of £127 million in connection with a rights issue.  These authorities supersede any previous ones under Section 80 of the 1985 Act and expire at the end of the next AGM. The Board can make offers, or enter into agreements which would, or might, need relevant securities to be allotted after that expiry. In this Resolution 'relevant securities' and 'equity securities' are as defined in the 1985 Act; 'amounts' refer to the face value (which is the nominal value) of the relevant securities; and 'rights issue' is as defined in Article 74 of the Company's articles of association.	4,295,883,882	96.19	170,100,608	3.81	48,859,919
Resolution 10 That subject to the passing of Resolution 9, the directors have power to allot equity securities (within the meaning of Section 94 of the 1985 Act) entirely paid for in cash (a) under the authority given by paragraph (a) of Resolution 9: in connection with a pre-emptive offer; except in connection with a pre-emptive offer, up to an aggregate nominal amount of £20 million; and (b) under the authority given by paragraph (b) of Resolution 9 in connection with a rights issue as if Section 89(1) of the 1985 Act did not apply to any such allotment. This power expires at the end of the next AGM but the Board can make offers, or enter into agreements which would, or might, need equity securities to be allotted after that expiry. In this Resolution all the words defined in Resolution 9 have the same meaning and: 'pre-emptive offer' means an offer of equity securities open for a period fixed by the Board to holders (other than the Company) of ordinary shares in proportion to their holdings, subject to the limits or restrictions which the directors think are necessary; references to an allotment of equity securities include a sale of treasury shares; and in working out any maximum amounts of securities, the face value of rights to subscribe for shares, or to convert any securities into shares, will be taken as the face value of the shares which would be allotted if the subscription or conversion takes place.	4,471,116,712	99.18	36,976,437	0.82	6,751,260
Resolution 11 That the Company has general and unconditional authority to make market purchases as defined in section 163 of the Companies Act 1985 of shares of 5p each in the Company, subject to the following conditions:  (a) the maximum number of shares which may be purchased is 774 million shares; (b) the minimum price (excluding expenses) which may be paid for each share is 5p; (c) the maximum price (excluding expenses) which the Company may pay for each share cannot be more than the higher of: (i) 105% of the average market value of a share in the Company for the five business days prior to the day the purchase is made; and (ii) the value of a share in the Company calculated on the basis of the higher of the price quoted for: (a) the last independent trade of; or (b) the highest current independent bid for, any number of shares in the Company on the trading venues where the purchase is carried out; and (d) this authority will expire at the end of the next AGM of the Company held in 2010, or if earlier, 14 October 2010, except in relation to the purchase of shares, the contract for which was concluded before the expiry of this authority and which might be executed wholly or partly after that expiry.	4,482,337,897	99.66	15,094,484	0.34	17,412,028
Resolution 12 That with effect from 1 October 2009 the Company:  (a) amends its articles of association ('Current Articles') by deleting the provisions of the Company's memorandum of association ('Memorandum') which, due to section 28 Companies Act 2006 ('2006 Act'), would be treated as provisions of the Current Articles; and (b) adopts new articles of association ('New Articles').	4,398,665,313	97.63	106,615,703	2.37	9,563,393
Resolution 13 That the Company may call a general meeting (but not an AGM) on at least 14 clear days' notice.	4,375,428,608	97.04	133,458,923	2.96	5,956,878
Resolution 14 That British Telecommunications plc, a wholly-owned subsidiary of the Company, be authorised to make political donations to political: (a) parties and/or independent election candidates not exceeding £75,000 in total; and  (b) organisations other than political parties not exceeding £25,000 in total during the period beginning with the date of the 2009 AGM and ending at the conclusion of the day on which the 2010 AGM is held.	4,355,818,005	97.29	121,360,273	2.71	37,666,131

In accordance with Listing Rule 9.6.2, copies of all the resolutions passed, other than ordinary business, will be submitted to the UK Listing Authority ("UKLA") and will be available for inspection at the UKLA's Document Viewing Facility, which is situated at Financial Services Authority, 25 The North Colonnade, Canary Wharf, London E14 5HS.

 

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