Savills PLC
07 May 2008
Savills plc
Annual General Meeting - Special Business
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 2008. All the
resolutions were passed on a show of hands including the following Special
Business:
10. 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(2) of the Companies Act 1985 (the 'Act')), up to an
aggregate nominal amount of £1,098,674 (being just less than one-third of the
issued share capital as at 25 March 2008), such authority to expire at the
conclusion of the Annual General Meeting of the Company in 2009 or on 1 July
2009, whichever is the earlier, save that the Company may before such expiry
make any 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 any such offer or agreement as if the authority conferred hereby
had not expired.
11. Passed as a Special Resolution:
THAT subject to the passing of Resolution 10 above, the Directors be and are
hereby empowered pursuant to Section 95(1) of the Act to:
(a) allot equity securities (as defined in Section 94(2) of the Act) of the
Company for cash pursuant to the authority conferred by Resolution 10 as if
Section 89(1) of the Act did not apply to any such allotment; and
(b) sell relevant shares (as defined in Section 94(5) of the Act) in the Company
if, immediately before the sale such shares are held by the Company as treasury
shares (as defined in Section 94(3A) of the Act) ('treasury shares') for cash
(as defined in Section 162D(2) of the Act), as if Section 89(1) of the Act did
not apply to any such allotment or sale;
provided that this power shall be limited to the allotment of equity securities
and the sale of treasury shares:
(i) in connection with an offer or rights 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 on the record date for such allotment but subject to such
exclusions as the Directors may deem necessary or expedient to deal with
fractional entitlements, treasury shares record dates or legal or practical
problems arising under the laws of any territory or requirements of any
regulatory body or any stock exchange in any territory or any other matter
whatsoever; and
(ii) otherwise than pursuant to paragraph (i) of this resolution, up to an
aggregate nominal amount of £164,801;
and shall, unless revoked or renewed in accordance with Section 95(3) of the
Act, expire at the conclusion of the Annual General Meeting of the Company in
2009 or on 1 July 2009, whichever is the earlier, save that the Company may
before such expiry make any offer or enter into any agreement which would or
might require equity securities to be allotted, or treasury shares to be sold
after such expiry and the Directors may allot equity securities or sell treasury
shares in pursuance of such offer or agreement as if the power conferred hereby
had not expired.
12. Passed as a Special Resolution:
THAT the Company be and is hereby authorised for the purposes of Section 166 of
the Act to purchase, for cancellation or for retention as treasury shares, its
own ordinary shares of 2.5p each by way of market purchase within the meaning of
section 163(3) of the Act upon and subject to the following conditions:
(i) the maximum number of shares which may be purchased is a total of 13,184,093
ordinary shares (representing just less than 10% of the issued ordinary share
capital);
(ii) the maximum price (exclusive of expenses) which may be paid for each share
is an amount equal to the higher of (a) 105% of the average of the middle market
quotations for the shares of the Company as derived from the Daily Official List
of the London Stock Exchange plc for the five business days immediately
preceding the day on which such share is contracted to be purchased and (b) the
price stipulated by Article 5(1) of the EU Buyback and Stabilisation Regulation
2003 (No: 2273/2003);
(iii) the minimum price (exclusive of expenses) at which shares may be purchased
is the par value of such ordinary shares; and
(iv) the authority to purchase conferred by this resolution shall expire at the
conclusion of the Annual General Meeting in 2009 or 1 July 2009, whichever is
the earlier, 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.
13. Passed as a Special Resolution:
THAT:
(a) the Articles of Association in the form of the draft produced to the meeting
marked 'X' and initialled by the Chairman of the meeting for the purpose of
identification be adopted as the Articles of Association of the Company in
substitution for, and to the exclusion of, the existing Articles of Association;
and
(b) with effect from 00.01 a.m. on 1 October 2008, (or such date on which
Section 175 of the Companies Act 2006 shall come into effect) the new Articles
of Association of the Company adopted pursuant to paragraph (a) of this
Resolution be amended so they are in the form of the draft produced to the
meeting marked 'Y' and initialled by the Chairman of the meeting for the purpose
of identification.
_______________________________
Full details of the proxy votes received from shareholders prior to the meeting
for each resolution will be made available on the Company's website:
www.savills.com
Two copies of the special resolutions passed at the Annual General Meeting will
be submitted to the Financial Services Authority (the 'FSA') and will shortly be
available for inspection at the FSA Document Viewing Facility, which is situated
at:
The Financial Services Authority, 25 The North Colonnade, Canary Wharf, London,
E14 5HS
Ends
This information is provided by RNS
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