Lookers PLC
11 May 2006
11 May 2006
LOOKERS PLC
RESOLUTIONS PASSED AT ANNUAL GENERAL MEETING
Lookers plc (the Company), advises that the following Resolutions were passed at
the Annual General Meeting of the Company held earlier today, Thursday 11 May
2006.
ORDINARY RESOLUTION
10. To authorise the Directors to generally and unconditionally in accordance with section 80 Companies
Act 1985 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 £2,977,258 (11,909,031 shares) during the
period commencing on the date of the passing of this Resolution and expiring on the date of the next
Annual General Meeting of the Company 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 (Resolution 10).
SPECIAL RESOLUTION
11. A Special Resolution, to empower the Directors to allot equity securities (as defined for the purposes
of Section 95 of the Companies Act 1985 ('the Act')) pursuant to Section 80 of the Act, as if Section
89(1) of the Act did not apply to any such allotment provided that this power shall be limited:
(i) to the allotment of equity securities in connection with any rights issue in favour of holders of
the ordinary shares in the capital of the Company on the register of members at such record date
or dates as the Directors may determine for the purposes of the issue where the equity securities
respectively attributable to the interests of all such shareholders are proportionate (as nearly
as may be) to the respective number of ordinary shares in the capital of the Company held by the
ordinary shareholders, and for the avoidance of doubt, the Directors may make such exclusions or
other arrangements as the Directors may deem necessary or expedient to deal with fractional
entitlements or legal or practical problems under the laws of overseas jurisdictions or the
requirements of any regulatory body; and
(ii) to the allotment (otherwise than pursuant to sub-paragraph (i) above) of equity securities having
an aggregate maximum nominal amount of £446,588 (1,786,354 shares) in the case of ordinary shares.
and this power shall expire on the date of the next Annual General Meeting of the Company after the
passing of this Resolution save that the Company may before such expiry make an offer or agreement
which would or might require equity securities to be allotted after such expiry and the Directors
may allot equity securities in pursuance of such offer or agreement as if the power conferred
hereby had not expired (Resolution 11).
12. A Special Resolution, to authorise the Company both generally and unconditionally to make market
purchases (within the meaning of Section 163 of the Companies Act 1985) of ordinary shares of 25p each
in the capital of the Company provided that:
(i) the aggregate maximum Nominal Value of ordinary shares hereby authorised to be purchased is
£893,177 (3,572,709 shares);
(ii) the minimum price which may be paid for ordinary shares is 25p per ordinary share;
(iii) the maximum price which may be paid for ordinary shares is an amount equal to 105% of the average
of the middle market quotations for an ordinary share as derived from the London Stock Exchange
Daily Official List for the five business days immediately preceding the day on which the ordinary
share is purchased;
(iv) the authority hereby conveyed shall expire at the conclusion of the next Annual General Meeting of
the Company, unless such authority is renewed prior to such time; and
(v) the Company may make a contract to purchase ordinary shares under the authority hereby conveyed
prior to the expiry of such authority which will or may be executed wholly or partly after the
expiry of such authority, and may make a purchase of ordinary shares in pursuance of any such
contract (Resolution 12).
13. A Special Resolution, that the regulations set out in the printed document produced to the meeting and
signed by the Chairman thereof be and they are hereby adopted as the Articles of Association of the
Company, to the complete exclusion of all existing Articles of Association of the Company (Resolution
13).
David Blakeman
Director & Company Secretary
This information is provided by RNS
The company news service from the London Stock Exchange
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