Lookers PLC
21 May 2007
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 on Friday 18 May 2007.
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 (with the meaning of the said Section 80) up to an
aggregate nominal amount of £3,003,255 (60,065,010 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 all 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 of 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 (other than pursuant to sub-paragraph (i) above) of
equity securities having an aggregate maximum nominal amount of £450,487
(9,000,751 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. As 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 5 pence each in the capital of the
Company provided that:
(i) the aggregate maximum Nominal value of ordinary shares hereby
authorised to be purchased is £900,907 (18,019,503 shares);
(ii) the minimum price which may be paid for ordinary shares is 5 pence
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).
S R MacDonald
Company Secretary
21 May 2007
This information is provided by RNS
The company news service from the London Stock Exchange
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