Result of AGM

RNS Number : 5114G

Trinity Mirror PLC

12 May 2011

 



Trinity Mirror plc

12 May 2011

Results of Annual General Meeting

At the Annual General Meeting of Trinity Mirror plc (the 'Company') held today at 11.00 am at the Hilton London Canary Wharf, London, E14 9SH, all resolutions were put to the meeting and approved by shareholders on a poll.

The total number of votes received for each resolution is set out below. The number of 10p Ordinary Shares in issue on 12 May 2011 was 257,690,520.

The number of ordinary shares in issue at 29 March 2011 (the date of the AGM Notice) was 257,690,520. Proxy votes were received in respect of 184,646,623 shares, representing approximately 72% of issued equity as at 29 March 2011.

Resolution		Votes For	%	Votes Against	%	Votes Withheld	Votes Total
1	To receive the 2010 report and accounts	184,843,596	99.99	20,858	0.01	16,294	184,864,454
2	To receive and adopt the Remuneration Report	163,961,379	88.99	20,278,488	11.01	641,011	184,239,867
3	To re-elect Sir Ian Gibson	184,109,873	99.59	749,465	0.41	21,519	184,859,338
4	To re-elect Sly Bailey	181,228,784	98.04	3,623,087	1.96	29,007	184,851,871
5	To re-elect Gary Hoffman	183,937,593	99.50	920,624	0.50	22,640	184,858,217
6	To re-elect Jane Lighting	183,243,169	99.13	1,615,737	0.87	21,971	184,858,906
7	To re-elect Kathleen O' Donovan	183,247,883	99.13	1,611,403	0.87	21,571	184,859,286
8	To re-elect Vijay Vaghela	184,113,010	99.60	738,227	0.40	29,641	184,851,237
9	To re-elect Paul Vickers	183,543,566	99.61	721,074	0.39	616,237	184,264,640
10	To re-elect Laura Wade-Gery	183,250,408	99.13	1,611,512	0.87	18,957	184,861,920
11	To re-appoint Deloitte LLP as Auditors	173,322,430	98.26	3,073,700	1.74	8,484,727	176,396,130
12	To authorise the Directors to fix the Auditors' remuneration	182,794,094	98.88	2,062,630	1.12	24,153	184,856,724
13	To authorise the Directors to allot shares	182,947,428	99.32	1,250,934	0.68	682,495	184,198,362
14	To authorise the Directors to issue shares for cash*	184,719,903	99.94	105,581	0.06	55,211	184,825,484
15	To authorise the repurchase of shares*	184,801,699	99.96	66,964	0.04	12,194	184,868,663
16	To authorise political donations	172,970,061	98.06	3,413,189	1.94	8,497,628	176,383,250
17	Notice period for general meetings*	169,328,028	91.60	15,529,919	8.40	22,931	184,857,947

* Special resolutions requiring a 75% majority

Notes

1.   Any proxy appointments which gave discretion to the Chairman have been included in the "for" total.

2.   A "vote withheld" is not a vote in law and is not counted in the calculation of the proportion of the votes "for" and "against" a resolution.

In accordance with Listing Rule 9.6.2, two copies of the resolutions passed at the meeting, other than resolutions concerning ordinary business, have been submitted to the UK Listing Authority via the National Storage Mechanism and will be available shortly for viewing at http://www.hemscott.com/nsm.do.

Resolutions 14, 15, and 17 were proposed as Special resolutions. A copy of the resolutions are listed below and can also be found in the Notice of Meeting available on the Trinity Mirror plc website at http://www.trinitymirror.com/investors/shareholder-meetings/.

14        THAT subject to the passing of Resolution 13 above and in substitution for all subsisting authorities to the extent unused, the Directors be and they are hereby generally empowered, pursuant to sections 570 and 573 of the Companies Act 2006, to allot equity securities (within the meaning of section 560 of the Companies Act 2006) for cash, pursuant to the authority conferred by Resolution 13 or by way of a sale of treasury shares, as if section 561(1) of the Companies Act 2006 did not apply to any such allotment, provided that this power:

(i)         shall be limited to the allotment of equity securities in connection with an

offer of equity securities (but in the case of the authority granted under paragraph (ii) of Resolution 13 by way of a rights issue only)

(a)   to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and

(b)   to holders of other equity securities as required by the rights of those securities or as the Directors otherwise consider necessary

and so that the Directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or the requirements of any regulatory body or stock exchange or any other matter (including such problems arising by virtue of equity securities being represented by depositary receipts); and

(ii)        in the case of the authority granted under paragraph (i) of Resolution 13 and/or in the case of any sale or transfer of treasury shares which is treated as an allotment of equity securities under section 560(3) of the Companies Act 2006 shall be limited to the allotment (otherwise than under paragraph (i) of this Resolution 14) of equity securities up to an aggregate nominal value of £1,288,452; and

shall unless renewed, varied or revoked by the Company in general meeting expire at the conclusion of the next annual general meeting of the Company or, if earlier, at the close of business on 30 June 2012, save that the Company shall be entitled to make offers or agreements before the expiry of such power which would or might require equity securities to be allotted after such expiry and the Directors shall be entitled to allot equity securities pursuant to any such offer or agreement as if the power conferred hereby had not expired.

15        THAT the Company be and is hereby generally and unconditionally authorised, pursuant to and in accordance with section 701 of the Companies 2006 Act, to make market purchases (within the meaning of section 693(4) of the Companies Act 2006) of ordinary shares of 10p each in the capital of the Company ('Ordinary Shares') on such terms and in such manner as the directors of the Company may from time to time determine and in substitution for all existing powers conferred on the directors of the Company provided that:

(a)  the maximum number of Ordinary Shares hereby authorised to be purchased is 25,769,052;

(b)  the minimum price (exclusive of expenses) which may be paid for each Ordinary Share is 10p;

(c)  the maximum price (exclusive of expenses) which may be paid for each Ordinary Share is an amount equal to the higher of

(i)         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 date on which the Ordinary Share is contracted to be purchased; and

(ii)         that stipulated by Article 5(1) of the Buy-Back and Stabilisation Regulation 2003;

(d)  the authority hereby conferred by this Resolution shall, unless renewed, varied or revoked by the Company in general meeting prior to such time, expire at the end of the next annual general meeting of the Company after the passing of this Resolution (or, if earlier, 15 months from the date of the passing of this Resolution) but a contract to purchase Ordinary Shares may be made before such expiry which will or may be executed wholly or partly thereafter and a purchase of Ordinary Shares may be made in pursuance of any such contract as if the authority conferred hereby had not expired.

17        THAT a general meeting of the Company (other than an annual general meeting) may be called on not less than 14 clear days' notice, provided that this authority shall expire at the conclusion of the next annual general meeting of the Company.

Further Information:

Nick Fullagar, Director of Corporate Communications        020 7293 3622

Paul Vickers, Company Secretary                                   020 7293 3359

 

END

 

 

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