Result of AGM

RNS Number : 8089L

Marshalls PLC

12 May 2010

 



LR 9.6.3, 9.6.18

Marshalls plc announces that all resolutions contained in the Notice of Meeting dated 6 April 2010 previously circulated to shareholders were passed at the Annual General Meeting of the Company held on Wednesday 12 May 2010 and that two copies of the resolutions below (other than those concerning ordinary business) have been sent to the FSA for publication through the document viewing facility today.

Resolution 8	That a general meeting other than an annual general meeting may be called on no less than 14 clear days' notice.
Resolution 9	That the Directors be and are hereby generally and unconditionally authorised in accordance with Section 551 of the Companies Act 2006 to exercise all the powers of the Company to allot shares in the Company and to grant rights to subscribe for, or to convert any security into, shares in the Company ("Rights"): (a)       up to an aggregate nominal amount of £16,248,684 representing approximately one-third of the current issued share capital of the Company (excluding treasury shares); and (b)       up to a further aggregate nominal amount of £16,248,684 representing approximately one-third of the current issued share capital of the Company (excluding treasury shares) provided that (i) they are equity securities (within the meaning of section 560(1) of the Companies Act 2006) and (ii) they are offered by way of a rights issue to holders of ordinary shares on the register of members at such record date as the Directors may determine, where the equity securities respectively attributable to the interests of the ordinary shareholders are proportionate (as nearly as may be practicable) to the respective numbers of ordinary shares held, or deemed held, by them on such record date, subject to such exclusions or other arrangements as the Directors may deem necessary or expedient to deal with treasury shares, fractional entitlements or legal or practical problems arising under the laws of any overseas territory or the requirements of any regulatory authority or stock exchange or by virtue of shares being represented by depositary receipts or any other matter; provided that such authority shall expire at the conclusion of the 2011 Annual General Meeting, save that the Company may, before such expiry, make an offer or agreement which would or might require shares to be allotted or Rights to be granted after such expiry, and the Directors may allot shares and grant Rights in pursuance of such offer or agreement as if the authority conferred by this Resolution had not expired;
Resolution 10	That, subject to the passing of Resolution 9, the Directors be and are hereby empowered pursuant to Section 570 and Section 573 of the Companies Act 2006 to allot equity securities (as defined in Section 560 of the Companies Act 2006) for cash pursuant to the general authority conferred by Resolution 9 or by way of a sale of treasury shares as if Section 561(1) of the Companies Act 2006 did not apply to such allotment or sale, provided that this power shall be limited to allotments of equity securities and the sale of treasury shares: (a)       in connection with an offer of securities (but in the case of the authority granted under paragraph (b) of Resolution 9 by way of rights issue only) in favour of the holders of ordinary shares on the register of members at such record date(s) as the Directors may determine where the equity securities respectively attributable to the interests of the ordinary shareholders are proportionate (as nearly as may be practicable) to the respective numbers of ordinary shares held or deemed to be held by them on any such record date(s), subject to such exclusions or other arrangements as the Directors may deem necessary or expedient to deal with treasury shares, fractional entitlements or legal or practical problems arising under the laws of any overseas territory or the requirements of any regulatory body or stock exchange or by virtue of shares being represented by depositary receipts or any other matter; and (b)       (otherwise than pursuant to paragraph (i) of this Resolution 10) to any person or persons up to an aggregate nominal amount  of £2,492,234; and such power shall expire at the conclusion of the 2011 Annual General Meeting of the Company, but so that the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted or treasury shares to be sold after such expiry, and the Directors may allot equity securities or sell treasury shares in pursuance of such offer or agreement as if the power conferred by this Resolution had not expired;
Resolution 11	That the Company be generally and unconditionally authorised and in accordance with Section 701 of the Companies Act 2006, to make market purchases (as defined in Section 693(4) of the Companies Act 2006) on the London Stock Exchange of up to 29,523,367 ordinary shares of 25 pence each in the capital of the Company (excluding treasury shares) (being approximately 14.99 per cent of the current issued ordinary share capital of the Company) on such terms and in such manner as the Directors of the Company may from time to time determine, provided that: (a)       the amount paid for each share (exclusive of expenses) shall not be more than the higher of (i) 5 per cent above the average of the middle market quotation for ordinary shares in the Company as derived from the London Stock Exchange Daily Official List for the 5 business days before the date on which the share is contracted to be purchased, and (ii) an amount equal to the higher of the price of the last independent trade and the highest current independent bid for an ordinary share in the Company as derived from the London Stock Exchange Trading System; (b)       the minimum price which may be paid for an ordinary share (exclusive of expenses) is 25 pence per ordinary share; and (c)       the authority herein contained shall expire at the conclusion of the 2011 Annual General Meeting of the Company, provided that the Company may, before such expiry, make a contract to purchase its own ordinary shares which would or might be executed wholly or partly after such expiry, and the Company may make a purchase of its own ordinary shares in pursuance of such contract as if the authority hereby conferred hereby had not expired;
Resolution 12	That: (a)        the Articles of Association of the Company be amended by deleting all the provisions formerly in the Company's Memorandum of Association which, by virtue of section 28 of the Companies Act 2006, are treated as provisions of the Company's Articles of Association; and (b)          the Articles of Association of the Company produced to the meeting and initialled by the chairman of the meeting for the purpose of identification (the "New Articles") be and hereby are adopted as the new Articles of Association of the Company in substitution for, and to the exclusion of, the existing Articles of Association and that the Directors be authorised to do all such acts and things as they may consider appropriate to give effect to the substitution of the New Articles for the existing Articles of Association.

The proxy voting results for each resolution (all of which were passed on a show of hands) are as follows:

	For	Against	Withheld
Resolution 1
To receive the Report of the Directors and the Accounts	123,437,612	464,864	23,622
Resolution 2
To re-appoint KPMG Audit Plc as Auditors	122,427,963	1,411,450	86,685
Resolution 3
To authorise the Directors to determine the remuneration of the Auditors	122,443,792	1,394,686	87,620
Resolution 4
To declare a final dividend	123,525,402	378,756	20,490
Resolution 5
To re-appoint Andrew Allner as a Director	122,308,319	1,537,606	80,173
Resolution 6
To re-appoint Graham Holden as a Director	123,722,983	123,121	79,994
Resolution 7
To approve the Directors' Remuneration Report	122,299,877	1,313,446	309,415
Resolution 8
To authorise that a General Meeting may be called on no less than 14 clear days' notice	116,934,085	6,945,708	46,305
Resolution 9
To  grant authority to the Company to allot relevant securities	115,676,334	6,272,039	1,977,725
Resolution 10
To grant authority to the Company to allot equity securities	118,409,205	5,426,959	86,574
Resolution 11
To grant authority to the Company to make market purchases of its ordinary shares	123,758,702	137,471	29,925
Resolution 12
To adopt the new Articles of Association	123,643,600	187,013	95,485

12 May 2010

Enquiries:

Cathy Baxandall

Company Secretary

Tel: [phone]

 

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