Reed Elsevier PLC
10 April 2003
RESOLUTIONS OF A NON-ROUTINE NATURE PASSED AT THE ANNUAL GENERAL MEETING OF
REED ELSEVIER PLC HELD ON 8 APRIL 2003
ALLOTMENT OF SHARES
It was Resolved as an Ordinary Resolution that:
(a) subject to and in accordance with Article 11 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 £25.3 million;
(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 and in accordance with Article 12 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 12 this power shall be limited to:
(i) the allotment of equity securities up to an aggregate nominal value of
£7.9 million; and
(ii) the allotment (otherwise than pursuant to sub-paragraph (i) above) of
equity securities pursuant to the terms of the Reed Elsevier Group 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 57 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 126.8 million;
(b) the minimum price which may be paid for each ordinary share is 12.5p,
which amount shall be exclusive of expenses;
(a) 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 8 July 2004, 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.
SAVE SHARE OPTION SCHEME
It was Resolved as an Ordinary Resolution that the Reed Elsevier Group plc SAYE
Share Option Scheme in the form described in the circular to members of the
Company dated 7 March 2003 be approved, and that the directors of the Company be
and they are hereby authorised to take such actions as may be necessary to
facilitate the implementation of the Scheme by Reed Elsevier Group plc and to be
counted in the quorum and to vote as directors on any matter relating to the
Scheme, notwithstanding that they may be interested in the same.
SHARE OPTION SCHEME
It was Resolved as an Ordinary Resolution that that the Reed Elsevier Group plc
Share Option Scheme in the form described in the circular to members of the
Company dated 7 March 2003 be approved, and that the directors of the Company be
and they are hereby authorised to take such actions as may be necessary to
facilitate the implementation of the Scheme by Reed Elsevier Group plc and to be
counted in the quorum and to vote as directors on any matter relating to the
Scheme, notwithstanding that they may be interested in the same.
RESOLUTION 10 - LONG TERM INCENTIVE SHARE OPTION SCHEME
It was Resolved as an Ordinary Resolution that the Reed Elsevier Group plc Long
Term Incentive Share Option Scheme in the form described in the circular to
members of the Company dated 7 March 2003 be approved and that the directors of
the Company be and they are hereby authorised to take such actions as may be
necessary to facilitate the implementation of the Scheme by Reed Elsevier Group
plc and to be counted in the quorum and to vote as directors on any matter
relating to the Scheme, notwithstanding that they may be interested in the same.
RESOLUTION 11 -BONUS INVESTMENT PLAN
It was Resolved as an Ordinary Resolution that the Reed Elsevier Group plc Bonus
Investment Plan in the form described in the circular to members of the Company
dated 7 March 2003 be approved and that the directors of the Company be and they
are hereby authorised to take such actions as may be necessary to facilitate the
implementation of the Plan by Reed Elsevier Group plc and to be counted in the
quorum and to vote as directors on any matter relating to the Plan,
notwithstanding that they may be interested in the same.
I certify this to be a true copy
Deputy Secretary
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