Savills PLC
05 May 2004
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 5 May 2004 the
following Resolutions were passed as Special Business:
9. 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
£1,147,851; and
(ii) this authority shall expire on 5 May 2009, 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.
10. That 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 9 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 £153,565; 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.
11. 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 3,071,307
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.
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