TIDMUU.
RNS Number : 4764M
United Utilities Group PLC
28 July 2017
UNITED UTILITIES GROUP PLC
RESOLUTIONS PASSED
28 JULY 2017
At the annual general meeting held on 28 July 2017, at the Lowry
Hotel, Manchester the following resolutions were duly passed.
Resolutions 17, and 22 to 23 were passed as ordinary resolutions
and resolutions 16, and 18 to 21 as special resolutions.
Resolution 16: to adopt new articles of association
That with effect from the conclusion of the AGM the articles of
association produced to the meeting and initialled by the Chairman
of the meeting (for the purpose of identification) be adopted as
the company's articles of association in substitution for, and to
the exclusion of, the existing articles of association.
Resolution 17: authorising the directors to allot shares
That the board be generally and unconditionally authorised to
allot ordinary shares pursuant to section 551 of the Companies Act
2006 (the Act) in the company and to grant rights to subscribe for
or convert any security into ordinary shares in the company:
(A) up to a nominal amount of GBP11,364,806 (such amount to be
reduced by any allotments or grants made under paragraph (B) below
in excess of such sum); and
(B) comprising equity securities (as defined in section 560(1)
of the Act) up to a nominal
amount of GBP22,729,613 (such amount to be reduced by any
allotments or grants made under paragraph (A) above) in connection
with an offer by way of a rights issue:
(i) to ordinary shareholders in proportion (as nearly as may be
practicable) to their existing holdings; and
(ii) to holders of other equity securities as required by the
rights of those securities or as the board otherwise considers
necessary,
and so that the board may impose any limits or restrictions and
make any arrangements which it considers necessary or appropriate
to deal with treasury shares, fractional entitlements, record
dates, legal, regulatory or practical problems in, or under the
laws of, any territory or any other matter, such power to apply
until the end of the 2018 annual general meeting of the company
but, in each case, during this period the company may make offers
and enter into agreements which would, or might, require shares to
be allotted or rights to subscribe for or convert securities into
shares to be granted after the authority ends and the board may
allot shares or grant rights to subscribe for or convert securities
into shares under any such offer or agreement as if the authority
had not ended. All authorities vested in the board on the date of
the notice of this meeting to allot shares or grant rights that
remain unexercised at the commencement of this meeting are
revoked.
Resolution 18: general power to disapply statutory pre-emption
rights
That, if resolution 17 is passed, the board be given the power
to allot equity securities (as defined in the Companies Act 2006
(the Act)) for cash under the authority given by that resolution
and/or to sell ordinary shares of 5 pence each held by the company
as treasury shares for cash as if section 561 of the Act did not
apply to any such allotment or sale, such power to be limited:
(A) to the allotment of equity securities and sale of treasury
shares for cash in connection with an offer of, or invitation to
apply for, equity securities (but in the case of the authority
granted under paragraph (B) of resolution 17, by way of a rights
issue only):
(i) to ordinary shareholders in proportion (as nearly as may be
practicable) to their existing holdings; and
(ii) to holders of other equity securities, as required by the
rights of those securities or, as the board otherwise considers
necessary,
and so that the board may impose any limits or restrictions and
make any arrangements which it considers necessary or appropriate
to deal with treasury shares, fractional entitlements, record
dates, legal, regulatory or practical problems in, or under the
laws of, any territory or any other matter; and
(B) in the case of the authority granted under paragraph (A) of
resolution 17 and/or in the case of any sale of treasury shares for
cash, to the allotment (otherwise than under paragraph (A) above)
of equity securities or sale of treasury shares up to a nominal
amount of GBP1,704,721,
such power to apply until the end of the 2018 annual general
meeting of the company but, in
each case, during this period the company may make offers and
enter into agreements which
would, or might, require equity securities to be allotted (and
treasury shares to be sold) after
the power ends and the board may allot equity securities (and
sell treasury shares) under any
such offer or agreement as if the power had not ended.
Resolution 19: specific power to disapply pre-emption rights in
connection with an acquisition or specified capital investment
That, if resolution 17 is passed, the board be given the power
in addition to any power granted under resolution 18 to allot
equity securities (as defined in the Companies Act 2006 (the Act))
for cash under the authority granted under paragraph (A) of
resolution 17 and/or to sell ordinary shares held by the company as
treasury shares for cash as if section 561 of the Act 2006 did not
apply to any such allotment or sale, such power to be:
(A) limited to the allotment of equity securities or sale of
treasury shares up to a nominal amount of GBP1,704,721; and
(B) used only for the purposes of financing a transaction which
the board of the company determines to be an acquisition or other
capital investment of a kind contemplated by the Statement of
Principles on Disapplying Pre-Emption Rights most recently
published by the Pre-Emption Group prior to the date of this notice
or for the purposes of refinancing such a transaction within six
months of its taking place,
such power to apply until the end of the 2018 annual general
meeting but, in each case, during this period the company may make
offers, and enter into agreements, which would, or might, require
equity securities to be allotted (and treasury shares to be sold)
after the power ends and the board may allot equity securities (and
sell treasury shares) under any such offer
or agreement as if the power had not ended.
Resolution 20: authorising the company to make market purchases
of its own shares
That the company be generally and unconditionally authorised for
the purposes of section 701 of the Companies Act 2006 (the Act) to
make one or more market purchases (as defined in section 693(4) of
the Act) of its ordinary shares of 5 pence each, such power to be
limited:
(A) to a maximum aggregate number of 68,188,841 ordinary shares
of 5 pence each; and
(B) by the condition that the minimum price which may be paid
for an ordinary share is the nominal amount of that share and the
maximum price which may be paid for an ordinary share is the higher
of:
(i) an amount equal to 5 per cent above the middle market value
of an ordinary share (as derived from the London Stock Exchange
plc's Daily Official List) for the five business days immediately
preceding the day on which that ordinary share is contracted to be
purchased; and
(ii) the higher of (i) the price of the last independent trade
of an ordinary share; and (ii) the highest current independent bid
for an ordinary share on the trading venues where the purchase is
carried out, in each case, exclusive of expenses,
such power to apply until the end of the 2018 annual general
meeting of the company. The company may enter into a contract to
purchase ordinary shares which will or may be completed or executed
wholly or partly after the power ends and the company may purchase
ordinary shares pursuant to any such contract as if the power had
not ended.
Resolution 21: notice of general meeting
That a general meeting other than an annual general meeting may
be called on not less than
14 working days' notice.
Resolution 22: amendment to extend the life of the share
incentive plan
That the rules of the United Utilities Group 2008 Share
Incentive Plan be amended in the manner set out in Appendix 1 to
this notice of meeting, such amendment to be effective from the
date upon which the trustee of the United Utilities Group 2008
Share Incentive Plan adopts such amendment.
Resolution 23: authorising political donations and political
expenditure
That, in accordance with Part 14 of the Companies Act 2006 (the
Act), the company and each company which is or becomes a subsidiary
of the company at any time during the period for which this
resolution has effect, be and are hereby authorised:
(A) to make political donations to political parties and/or
independent election candidates;
(B) to make political donations to political organisations other
than political parties; and
(C) to incur political expenditure;
in each case during the period beginning with the date of the
passing of this resolution and ending on the conclusion of the 2018
annual general meeting of the company. In any event, the aggregate
amount of political donations and political expenditure made or
incurred by the company and its subsidiaries pursuant to this
resolution shall not exceed GBP50,000. For the purposes of this
resolution the terms 'political donations', 'independent election
candidates', 'political organisations', 'political expenditure' and
'political parties' have the meanings set out
in sections 363 to 365 of the Act.
-0-
LEI - 2138002IEYQAOC88ZJ59
Classification - Result of AGM
Jane Gilmore, Deputy Secretary 01925 237052
United Utilities Group's ordinary shares trade on the London
Stock Exchange and its ADRs, each equal to two ordinary shares,
trade over the counter under the Trading Symbol "UUGRY".
This information is provided by RNS
The company news service from the London Stock Exchange
END
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