Result of AGM

Reed International PLC 11 April 2001 RESOLUTIONS OF A NON-ROUTINE NATURE PASSED AT THE ANNUAL GENERAL MEETING OF REED INTERNATIONAL P.L.C. HELD ON 10 APRIL 2001 ALLOTMENT OF SHARES It was Resolved as an Ordinary Resolution that: (a) subject to an in accordance with Article 9 of the Company's Articles of Association, the directors be authorised, pursuant to Section 80 of the Companies Act 1985 (the 'Act'), to allot relevant securities having (or consisting of or giving the right to subscribe or convert into shares having) a nominal amount not exceeding in aggregate the amount of the authorised but unissued share capital of the Company at the passing of this resolution; (b) this authority shall expire (save as mentioned in the said Article) on the day five years after the passing of this resolution; and (c) all previous authorities under Section 80 of the Act shall henceforth cease to have effect. DISAPPLICATION OF PRE-EMPTION RIGHTS It was Resolved as a Special Resolution that: (a) subject to an in accordance with Article 10 of the company's Articles of Association, the directors be empowered, pursuant to Section 95 of the Act, to allot equity securities for cash pursuant to the authority conferred by the previous resolution as if Section 89(1) of the Act did not apply to any such allotment provided that, for the purposes of the limitation of the said power referred to in Article 10, this power shall be limited to: (I) the allotment of equity securities up to an aggregate nominal value of £7.8 million; and (iii) the allotment (otherwise that pursuant to subparagraph (I) above) of equity securities pursuant to the terms of the Reed Elsevier plc share option schemes approved by the Company; (b) the date on which such power shall expire (save as mentioned in the said Article) shall be the date of the next Annual General Meeting of the Company after the passing of this resolution; and (c) all previous authorities under Section 95 of the Act shall henceforth cease to have effect. AUTHORITY TO PURCHASE OWN SHARES It was Resolved as a Special Resolution that, subject to and in accordance with Article 49 of the Company's Articles of Association, the Company is hereby generally and unconditionally authorised to make market purchases (within the meaning of Section 163(3) of the Act) of ordinary shares of 12.5p each in the capital of the Company provided that: (a) the maximum aggregate number of ordinary shares hereby authorised to be purchased is 126.2 million; (b) the minimum price which may be paid for each ordinary share is 12.5p, which amount shall be exclusive of expenses; (c) the maximum price which may be paid for each ordinary share is an amount (exclusive of expenses) 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; and (d) the authority hereby conferred shall expire at the conclusion of the next Annual General Meeting of the Company or 10 July 2002, whichever is earlier (except in relation to the purchase of ordinary shares the contract for which was concluded before such date and which is executed wholly or partly after such date) unless such authority is renewed prior to such time. AMENDMENT TO ARTICLES OF ASSOCIATION It was Resolved as a Special Resolution that the company's Articles of Association be altered by deleting the words '(I) five thousand million pounds;' in sub-section 2 of Article 115 and replacing it with '(I) eight thousand million pounds;'.

Companies

Relx plc (REL)
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