Result of AGM
CRH PLC
07 May 2008
7th May 2008
CRH plc
Annual General Meeting held on Wednesday, 7th May 2008
All Resolutions proposed at the Annual General Meeting of the Company held
on 7th May 2008 were duly passed, including the following items of special
business:
Resolution 8:
'That Clause 4 (21) of the Memorandum of Association of the Company be
deleted and replaced by the following new Clause 4 (21):-
'(21) To lend and advance money or other property or give credit or financial
accommodation to any company or person in any manner either with or without
security and whether with or without the payment of interest and upon such terms
and conditions as the Company's board of directors shall think fit or expedient
and to guarantee, indemnify, grant indemnities in respect of, enter into any
suretyship or joint obligation, or otherwise support or secure, whether by
personal covenant, indemnity or undertaking or by mortgaging, charging, pledging
or granting a lien or other security over all or any part of the Company's
property (both present and future) or by any one or more of such methods or any
other method and whether in support of such guarantee or indemnity or suretyship
or joint obligation or otherwise, on such terms and conditions as the Company's
board of directors shall think fit, the payment of any debts or the performance
or discharge of any contract, obligation or actual or contingent liability of
any person or company (including, without prejudice to the generality of the
foregoing, the payment of any capital, principal, dividends or interest on any
stocks, shares, debentures, debenture stock, notes, bonds or other securities of
any person, authority or company) including, without prejudice to the generality
of the foregoing, any company which is for the time being the Company's holding
company as defined in section 155 of the Companies Act 1963 and in any statutory
modification or re-enactment thereof, or subsidiary (as defined by the said
section 155) of the Company or otherwise associated with the Company, in each
case notwithstanding the fact that the Company may not receive any
consideration, advantage or benefit, direct or indirect, from entering into any
such guarantee or indemnity or suretyship or joint obligation or other
arrangement or transaction contemplated herein.' '
Resolution 9:
'That the Articles of Association be amended as follows:-
(i) by deleting the definitions of 'The Acts' and 'Person' in Article 2
and replacing them with definitions as follows:-
''The Acts' means the Companies Acts, 1963 to 2005 and Parts 2 and 3 of
the Investment Funds, Companies and Miscellaneous Provisions Act 2006, all
statutory instruments which are to be read as one with, or construed or read
together as one with, the Companies Acts and every statutory modification and
re-enactment thereof for the time being in force;'
''Person' means where the context permits an unincorporated body of
persons, a partnership, a club or other association as well as an individual and
a company which shall be deemed to include a body corporate, whether a
company (wherever formed, registered or incorporated), a corporation
aggregate, a corporation sole and a national or local government or authority or
department or other legal entity or division or constituent thereof;'
(ii) by deleting Article 12 and replacing it with the following new Article 12:
'12. The Company may pay commission to any person in consideration of a
person subscribing or agreeing to subscribe, whether absolutely or
conditionally, for any shares in the Company or procuring or agreeing to
procure subscriptions, whether absolute or conditional, for any shares in the
Company on such terms and subject to such conditions as the Directors may
determine, including, without limitation, by paying cash or allotting and
issuing fully or partly paid shares or any combination of the two. The
Company may also, on any issue of shares, pay such brokerage as may be
lawful.'
(iii) by deleting sub-paragraphs (a) and (b) from the second paragraph of
Article 89 and replacing them with the following:
'(a) the amount of capital of the Company for the time being issued, paid up,
or credited as paid up and the amount for the time being of the share premium
account; and
(b) the amount standing to the credit of retained income, foreign currency
translation reserve and other reserves, capital grants, deferred taxation and
minority shareholders' interest, less the amount of any repayable Government
grants, all as shown in the then latest audited consolidated financial
statements of the Company; less
(c) the aggregate amount for the time being of treasury shares and own shares
held by the Company (such terms as used in the latest audited consolidated
financial statements of the Company):'
(iv) by deleting Article 127 and replacing it with the following new Article
127:
'127. Notwithstanding anything to the contrary contained in these Articles,
whenever any person (including without limitation the Company, a Director,
the Secretary, a member or any officer or person) is required or permitted by
these Articles, the Acts or any other enactment of the State to give information
in writing, such information may be given by electronic means or in electronic
form, whether as electronic communication or otherwise, but only if the use of
such electronic or other communication conforms with all relevant legislation
and provided further that the electronic means or electronic form used has
been approved of by the Directors.' '
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