CRH PLC
08 May 2003
CRH plc
Annual General Meeting held on Wednesday, 7th May 2003
All Resolutions proposed at the Annual General Meeting of the Company held on
7th May 2003 were duly passed, including the following items of special
business:
Resolution 6:
'That the Company and/or any subsidiary of the Company be generally authorised,
pursuant to Section 215 of the Companies Act, 1990 ('the 1990 Act'), to make
market purchases (as defined by Section 212 of the 1990 Act) of Ordinary Shares
of the Company on such terms and conditions and in such manner as the Directors
of the Company or the particular subsidiary of the Company may from time to time
determine but subject to the provisions of the 1990 Act, the Articles of
Association of the Company and to the following restrictions and provisions:-
(a) for the purposes of this Resolution, and where the context so
requires, an Ordinary Share of the Company shall include an Income Share;
(b) the maximum aggregate number of Ordinary Shares authorised to be
acquired pursuant to this Resolution is 52,423,000;
(c) the minimum price which may be paid for any Ordinary Share shall be
€0.34;
(d) the maximum price which may be paid for any Ordinary Share (a
'Relevant Share') shall be an amount equal to 105% of the average of the
five amounts resulting from determining whichever of the following ((i),
(ii) or (iii) specified below) shall be appropriate for each of the five
business days immediately preceding the day on which the Relevant Share is
purchased as determined by the information published in the Irish Stock
Exchange Daily Official List reporting the business done on each of those
five business days;
(i) if there shall be more than one dealing reported for the
day, the average of the prices at which such dealings took place; or
(ii) if there shall be only one dealing reported for the day,
the price at which such dealing took place; or
(iii) if there shall not be any dealing reported for the day,
the average of the closing bid and offer prices for the day;
and if there shall be only a bid (but not an offer) or an offer (but not a
bid) price reported or if there shall not be any bid or offer price
reported, for any particular day then that day shall not count as one of the
said five business days for the purposes of determining the maximum price.
If the means of providing the foregoing information as to dealings and
prices by reference to which the maximum price is to be determined is
altered or is replaced by some other means, then a maximum price shall be
determined on the basis of the equivalent information published by the
relevant authority in relation to dealings on the Irish Stock Exchange or
its equivalent;
(e) while the London Stock Exchange plc is prescribed as a recognised
stock exchange for the purposes of Section 212 of the 1990 Act the authority
conferred by this Resolution shall include authority to make market
purchases of Relevant Shares on the London Stock Exchange plc provided
that:-
(i) any such purchase shall be subject to any requirements of the
laws of the United Kingdom of Great Britain and Northern Ireland as
shall apply thereto; and
(ii) the maximum price which may be paid for any Relevant Shares so
purchased shall be determined in accordance with paragraph (d) of this
Resolution but deleting from that paragraph the reference to the Irish
Stock Exchange Daily Official List and inserting instead reference to
The Daily Official List of the London Stock Exchange plc and deleting
from that paragraph sub-paragraph (iii) and the words appearing after
sub-paragraph (iii) and forming the rest of the first sentence of
paragraph (d) and inserting instead the following:-
(iii) if there shall not be any dealing reported for the
day, the average of the prices quoted under the heading
'Quotation' in respect of that share for the day and if there
shall not be any Quotation reported for any particular day then
that day shall not count as one of the said five business days
for the purposes of determining the maximum price;
and deleting from the last line thereof the reference to the Irish Stock
Exchange and inserting instead reference to the London Stock Exchange
plc;
(f) the authority hereby granted shall expire at the close of business
on the earlier of the date of the next Annual General Meeting of the Company
or 6th August 2004 unless previously varied, revoked or renewed by Special
Resolution in accordance with the provisions of Section 215 of the 1990 Act.
The Company or any such subsidiary may before such expiry enter into a
contract for the purchase of Ordinary Shares which would or might be
executed wholly or partly after such expiry and may complete any such
contract as if the authority conferred hereby had not expired.'
Resolution 7:
'That, subject to the passing of Resolution 6 at this meeting, for the purposes
of Section 209 of the Companies Act, 1990 ('the 1990 Act') the maximum and
minimum prices at which treasury shares (as defined by Section 209 of the 1990
Act) may be re-issued off-market shall be as follows:-
(a) the maximum price shall be an amount equal to 120% of the
Appropriate Price; and
(b) the minimum price shall be an amount equal to 95% of the Appropriate
Price.
For the purposes of this resolution the expression 'Appropriate Price' shall
mean the average of the five amounts resulting from determining whichever of the
following ((i), (ii) or (iii) specified below) shall be appropriate in respect
of each of the five business days immediately preceding the day on which the
treasury share is re-issued as determined from information published in the
Irish Stock Exchange Daily Official List reporting the business done on each of
those five business days:-
(i) if there shall be more than one dealing reported for the
day, the average of the prices at which such dealings took place; or
(ii) if there shall be only one dealing reported for the day,
the price at which such dealing took place; or
(iii) if there shall not be any dealing reported for the day the
average of the closing bid and offer prices for the day;
and if there shall be only a bid (but not an offer) or an offer (but not a bid)
price reported, or if there shall not be any bid or offer price reported, for
any particular day then that day shall not count as one of the said five
business days for the purposes of determining the Appropriate Price. If the
means of providing the foregoing information as to dealings and prices by
reference to which the Appropriate Price is to be determined is altered or is
replaced by some other means, then the Appropriate Price shall be determined on
the basis of the equivalent information published by the relevant authority in
relation to dealings on the Irish Stock Exchange or its equivalent.
The authority hereby granted shall expire at the close of business on the
earlier of the date of the next Annual General Meeting of the Company or 6th
August 2004, unless previously varied, revoked or renewed in accordance with the
provisions of Section 209 of the 1990 Act.'
Enquiries:
Contact
Angela Malone
Company Secretary
Ph.: +353 1 6344 340
This information is provided by RNS
The company news service from the London Stock Exchange MMIJ
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