Result of AGM

RNS Number : 3907L

Savills PLC

05 May 2010

 



Savills plc

Annual General Meeting - Special Business

At the Annual General Meeting (AGM) of the above-named company, duly convened and held at 20 Grosvenor Hill, Berkeley Square, London W1K 3HQ on 5 May 2010.  All the resolutions were passed on a show of hands including the following Special Business:

7.    Passed as an Ordinary Resolution:

THAT the Directors be generally and unconditionally authorised pursuant to section 551 of the Companies Act 2006 to exercise all the powers of the Company to allot shares in the Company or grant rights to subscribe for or to convert any security into shares in the Company (together "relevant securities") up to an aggregate nominal amount of £2,197,364 comprising: (a) an aggregate nominal amount of £1,098,682 (whether in connection with the same offer or issue as under (b) below or otherwise); and (b) an aggregate nominal amount of £1,098,682 in the form of equity securities (as defined by section 560 of the Companies Act 2006) in connection with an offer or issue by way of rights, open for acceptance for a period fixed by the Directors, to holders of ordinary shares (other than the Company) on the register on any record date fixed by the Directors in proportion (as nearly as may be) to the respective number of ordinary shares deemed to be held by them, subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements, legal or practical problems arising in any overseas territory, the requirements of any regulatory body or stock exchange or any other matter whatsoever.  This authority share expire (unless previously renewed, varied or revoked by the Company in general meeting) on 1 July 2011 or, if earlier, at the conclusion of the Annual General Meeting of the Company to be held in 2011, except 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 pursuant to any such offer or agreement as if such authority had not expired.

8.    Passed as a Special Resolution:

THAT the Directors be empowered pursuant to section 570 of the Companies Act 2006 to allot equity securities (as defined in section 560 of the Companies Act 2006) for cash pursuant to the general authority conferred on them by resolution 7 above and/ or to sell equity securities held as treasury shares for cash pursuant to section 727 of the Companies Act 2006, in each case as if section 561 of the Companies Act 2006 did not apply to any such allotment or sale, provided that this power shall be limited to: (a) any such allotment and/ or sale of equity securities in connection with an offer or issue by way of rights or other pre-emptive offer or issue, open for acceptance for a period fixed by the Directors, to holders of ordinary shares (other than the Company) on the register on any record date fixed by the Directors in proportion (as nearly as may be) to the respective number of ordinary shares deemed to be held by them, subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements, legal or practical problems arising in any overseas territory, the requirements of any regulatory body or stock exchange or any other matter whatsoever; and (b) any such allotment and/ or sale, otherwise than pursuant to paragraph (a) above, of equity securities, having, in the case of ordinary shares, an aggregate nominal value or, in the case of other equity securities, giving the right to subscribe for or convert into ordinary shares having an aggregate nominal value, not exceeding the sum of £164,802.  This authority shall expire (unless previously renewed, varied or revoked by the Company in general meeting) at such time as the general authority conferred on the Directors by resolution 7 above expires, except that the Company may at any time before such expiry make any offer or agreement which would or might require equity securities to be allotted or equity securities held as treasury shares to be sold after such expiry and the Directors may allot equity securities and/ or sell equity securities held as treasury shares in pursuance of such an offer or agreement as if the power conferred by this resolution had not expired.

9.    Passed as a Special Resolution:

THAT the Company be and is generally and unconditionally authorised to make market purchases (as defined in section 693(4) of the Companies Act 2006) of its ordinary shares of 2.5 pence each provided that in doing so it: (a) purchases no more than 13,184,184 ordinary shares of 2.5 pence each in aggregate; (b) pays not less than 2.5 pence (excluding expenses) per ordinary share of 2.5 pence each; and (c) pays a price per ordinary share that is not more (excluding expenses) per ordinary share than the higher of (i) 5% above the average of the middle market quotations for the ordinary shares as derived from the London Stock Exchange Daily Official List for the five business days immediately before the day on which it purchases that share; and (ii) the price stipulated by Article 5(1) of the Buy-back and Stabilisation Regulation (EC 2273/2003).  This authority shall expire on 1 July 2011 or, if earlier, at the conclusion of the Annual General Meeting of the Company to be held in 2011, except that the Company may, if it agrees to purchase ordinary shares under this authority before it expires, complete the purchase wholly or partly after this authority expires.

10.   Passed as a Special Resolution:

THAT the Directors be authorised to call a general meeting of the Company, other than an Annual General Meeting, on not less than 14 clear days' notice.

11.   Passed as a Special Resolution:

THAT the Articles of Association be amended by (a) deleting all the provisions of the Company's Memorandum of Association which, by virtue of the Companies Act 2006 are to be treated as provisions of the Articles of Association, apart from the provision in clause 5 stating that the liability of the members is limited; and (b) deleting Articles 3 and 57 of the Articles of Association. 

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

Copies of the Special Resolutions passed at the AGM have been submitted to the UK Listing Authority, and will shortly be available for inspection at the UK Listing Authority's Document Viewing Facility, which is situated at: Financial Services Authority, 25 The North Colonnade, Canary Wharf, London, E14 5HS.

Ends

 

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