Savills PLC
07 May 2003
NOTIFICATION OF NON-ROUTINE BUSINESS TRANSACTED AT
THE ANNUAL GENERAL MEETING OF SAVILLS plc
At the Annual General Meeting of the above-named company, duly convened and held
at 20 Grosvenor Hill, Berkeley Square, London W1K 3HQ on 7 May 2003 the
following Resolutions were passed as Special Business:
12. Passed as an Ordinary Resolution (special notice of this Resolution had
been received):
THAT PricewaterhouseCoopers LLP be re-appointed as Auditors of the Company to
hold office from the conclusion of the Annual General Meeting (or any
adjournment thereof) until the conclusion of the next General Meeting (or any
adjournment thereof) at which accounts are laid before the Company.
13. Passed as an Ordinary Resolution:
That the Directors be and they are hereby generally and unconditionally
authorised to exercise all powers of the Company to allot relevant securities
(as defined in Section 80 of the Companies Act 1985 (the Act)), all previous
such authorities being hereby revoked, provided that:
(i) the aggregate of the nominal amount of such securities shall not exceed
£1,169,909; and
(ii) this authority shall expire on 7 May 2008, save that the Company may before
such expiry make an offer or agreement which would or might require relevant
securities to be allotted after such expiry and the Directors may allot relevant
securities in pursuance of such offer or agreement as if the authority conferred
hereby had not expired.
14. Passed as a Special Resolution:
THAT subject to and conditionally upon the passing of Resolution 13 set out in
the Notice of the Annual General Meeting convened for 7 May 2003, the Directors
be and they are hereby empowered pursuant to Section 95 of the Act to allot
equity securities (as defined in Section 94 (2) of the Act) of the Company for
cash pursuant to the authority conferred on the Directors by the said Resolution
13 as if Section 89 (1) of the Act did not apply to any such allotment provided
that this power shall be limited to:
(i) the allotment of equity securities in connection with an offer or issue in
favour of ordinary shareholders where the equity securities attributable to each
holder are proportionate (as nearly as practicable) to the respective number of
ordinary shares held by them but subject to such exclusions as the Directors may
deem necessary or expedient to deal with fractional entitlements or pursuant to
the laws of any territory or requirements of any regulatory body or any stock
exchange in any territory;
(ii) the allotment (otherwise than in pursuance of sub-paragraph (i) above) of
equity securities which are to be wholly paid up in cash up to an aggregate
nominal amount of £157,077; and
(iii) the allotment of equity securities pursuant to the issue of equity
securities for cash in order to provide a cash alternative in accordance with
Section 430(4) of the Act following the service of a notice by the Company under
Section 429 of the Act;
and shall, unless revoked or renewed in accordance with Section 95(3) of the
Act, expire at the conclusion of the next Annual General Meeting of the Company
(or any adjournment thereof) following the date of the passing of this
Resolution, save that the Company may before such expiry make an offer or
agreement which would or might require equity securities to be allotted after
such expiry and the Directors may allot equity securities in pursuance of such
offer or agreement as if the power conferred hereby had not expired.
15. Passed as a Special Resolution:
THAT the Company be and is hereby authorised to purchase for cancellation its
own ordinary shares of 5p each by way of market purchase upon and subject to the
following conditions:
(i) the maximum number of shares which may be purchased is a total of 3,141,557
ordinary shares (being 5% of the issued ordinary share capital);
(ii) the maximum price at which shares may be purchased is the price equal to 5%
above the average of the middle market quotation for an ordinary share as
derived from The Stock Exchange Daily Official List for the 5 days preceding the
date of purchase, exclusive of expenses;
(iii) the minimum price at which shares may be purchased is the higher of the
par value of such ordinary shares or the price equal to 10% below the aforesaid
average; and
(iv) the authority to purchase conferred by this Resolution shall expire at the
conclusion of the next Annual General Meeting of the Company (or any adjournment
thereof) provided that any contract for the purchase of any shares as aforesaid
which was completed before the expiry of the said authority may be executed
wholly or partly after the said authority expires.
16. Passed as an Ordinary Resolution:
THAT the Savills Share Incentive Plan (the principal terms of which are
summarised in the Appendix to the letter to shareholders, dated 2 April 2003) be
approved and that the Directors be authorised to do all acts and things
necessary to establish and carry it into effect including the making of any
amendments necessary or desirable to secure the approval of the Board of Inland
Revenue pursuant to the Finance Act 2000 or any re-enactment thereof.
17. Passed as an Ordinary Resolution:
THAT the Company and the Trustee of the Savills plc 1992 Employee Benefit Trust
(the EBT) be and they are hereby authorised to amend the EBT by the insertion of
the following clause:
'Unless otherwise agreed by the Company in General Meeting, the Trustees must
not at any time acquire, or agree to acquire, Shares if, as a result of such
acquisition, the number of Shares held by the Trustees would exceed 15 per cent.
of the number of Shares in issue at that time (excluding any Shares in respect
of which the beneficial interest has been transferred to a Beneficiary).'
This information is provided by RNS
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