Result of AGM

European Motor Hldgs PLC 21 June 2004 For immediate release 21 June 2004 EUROPEAN MOTOR HOLDINGS plc ("EMH") At the Annual General Meeting of European Motor Holdings plc held on 18 June 2004, all the resolutions set out in the notice of meeting were duly passed, including the following resolutions classified as special business: Ordinary resolution That the Directors be and they are hereby generally and unconditionally authorised in accordance with section 80 of the Companies Act 1985 and in substitution for any existing power to allot relevant securities to exercise all the powers of the Company to allot relevant securities (within the meaning of the said section 80) up to an aggregate nominal amount of £7,071,069 provided that this authority shall expire on 18 September 2005 or, if earlier, at the conclusion of the next Annual General Meeting of the Company after the passing of this resolution, but so that this authority shall allow the Company to make before the expiry of this authority offers or agreements which would or might require relevant securities to be allotted after such expiry and notwithstanding such expiry the Directors may allot relevant securities in pursuance of such offers or agreements. Special resolutions That authority be given for the market purchase by the Company on the London Stock Exchange of not more than 14 per cent of the issued share capital of Ordinary Shares of 40p each of the Company (being a purchase of shares which is subject to a marketing arrangement as defined in section 163(2) of the Companies Act 1985) at not more than 105 per cent of the average of the market values for the Ordinary Shares (as derived from the Daily Official List of the London Stock Exchange) for the five business days before the day on which the purchase is made, nor less than 40p. The authority conferred hereby shall expire at the conclusion of the Annual General Meeting of the Company to be held in 2005 save that the Company may before such expiry enter into a contract to purchase the Ordinary Shares under which such purchase may be completed or executed wholly or partly after the expiration of this authority. That the Directors be and they are hereby empowered pursuant to section 95 of the Companies Act 1985: (i) to allot equity securities (within the meaning of section 94 of the Companies Act 1985) pursuant to the authority conferred on them by Resolution 6 set out in the Notice of this Meeting; and (ii) to transfer equity securities (within the meaning of section 94 of the Companies Act 1985) which are held by the Company in treasury, as if section 89(1) of the Companies Act 1985 did not apply to such allotment, provided that this power shall be limited to: (a) the allotment of equity securities in connection with or the subject of an offer or invitation, open for acceptance for a period fixed by the Directors, to holders of Ordinary Shares and such other equity securities of the Company as the Directors may determine on the register on a fixed record date in proportion (as nearly as may be) to their respective holdings of such securities or in accordance with the rights attached thereto (including equity securities which, in connection with such offer or invitation, are the subject of such exclusions or other arrangements as the Directors may deem necessary or expedient to deal with fractional entitlements that would otherwise arise or with legal or practical problems under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory or otherwise howsoever); (b) the allotment of equity securities pursuant to the terms of any share scheme for employees approved by the members of the Company in general meeting and/or the transfer of any shares acquired or held by the Company in treasury; and (c) the allotment (otherwise than pursuant to paragraphs 8.1 and 8.2 above) of equity securities of a nominal amount not exceeding in aggregate £1,071,374, and shall expire on the earlier of the revocation of such authority and 18 September 2005 or, if earlier, at the conclusion of the next Annual General Meeting of the Company after the passing of this resolution, save that the Company may before such expiry make offers or agreements which would or might require equity securities to be allotted in pursuance of such offers or agreements as if the power conferred hereby had not expired. This information is provided by RNS The company news service from the London Stock Exchange
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