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;'.
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