M&G PLC

AGM Information • May 27, 2020

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author: "Ludlow, Sharna"
date: 2020-05-14 07:54:00+00:00
processing_status: success_python-docx_mammoth

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Company number: 11444019

M&G plc

RESOLUTIONS PASSED AS SPECIAL BUSINESS ON 27 MAY 2020

At the Company’s first Annual General Meeting which was duly convened and held at 10 Fenchurch Avenue, London EC3M 5AG on Wednesday 27 May 2020, the following resolutions were passed under special business.

Resolutions 13 to 16 (inclusive) were passed as ordinary resolutions, and Resolutions 17 to 20 (inclusive) as special resolutions.

Political Donations

Resolution 13

That, in accordance with sections 366 and 367 of the Companies Act 2006 (the “Act”), the Company is, and all companies that are, at any time during the period for which this resolution has effect, subsidiaries of the Company (as defined in the Act) are, authorised in aggregate to:

1. make political donations to political parties and/ or independent electoral candidates not exceeding £100,000 in total;
2. make political donations to political organisations other than political parties not exceeding £100,000 in total; and
3. incur political expenditure not exceeding £100,000 in total,

(as such terms are defined in sections 363 to 365 of the Act) in each case during the period beginning with the date of passing this resolution until the conclusion of the Company’s annual general meeting to be held in 2021 (or, if earlier, 30 June 2021). In any event, the aggregate amount of political donations and political expenditure made or incurred under this authority shall not exceed £100,000, save that the Company may make offers and enter into agreements under this authority prior to its expiry which would, or might, require such expenditure after expiry, and the Directors may permit such expenditure in pursuance of any such offer or agreement as if the said authority had not expired.

Authority to allot shares

Resolution 14

That the Directors be hereby generally and unconditionally authorised pursuant to section 551 of the Act to allot shares in the Company and to grant rights to subscribe for or to convert any security into shares in the Company:

1. up to an aggregate nominal amount of £43,331,780, being approximately one third of the nominal value of the Company’s issued share capital as at 6 April 2020 (the latest practicable date prior to the publication of this Notice) (such amount to be reduced by the nominal amount allotted or granted under paragraph (ii) below and, if passed, Resolution 16 so that in total no more than:
2. £43,331,780 can be allotted under this paragraph (i) and, if passed, Resolution 16); and
3. £86,663,560 can be allotted under paragraphs (i) and (ii) of this Resolution 14 and, if passed, Resolution 16; and
4. comprising equity securities (as defined in section 560 of the Act) up to a nominal amount of £86,663,560, being approximately two thirds of the nominal value of the Company’s issued share capital as at 6 April 2020 (the latest practicable date prior to the publication of this Notice) (such amount to be reduced by the nominal amount allotted or granted under paragraph (i) above and, if passed, under Resolution 16, so that in total no more than £86,663,560 can be allotted under paragraphs (i) and (ii) of this Resolution 14 and, if passed, Resolution 16) in connection with an offer by way of a rights issue:
5. to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
6. b. to holders of other equity securities as required by the rights of those securities or as the Directors otherwise consider necessary,

and so that the Directors may impose any limits or restrictions and make any arrangements which they consider 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 matter whatsoever.

This authority shall apply until the conclusion of the Company’s annual general meeting to be held in 2021 (or, if earlier, 30 June 2021), but in each case, so that the Company may make offers or enter into any agreements during the relevant period 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 expires and the Directors may allot shares or grant rights to subscribe or convert securities into shares in pursuance of such offer or agreement as if the authority conferred hereby had not expired.

This Resolution shall be read alongside Resolution 16 which, if passed, confers the authority to allot shares and grant rights to subscribe for or convert securities into shares, in each case in connection with the issue of Mandatory Convertible Securities.

Authority to allot preference shares

Resolution 15

That the Directors be generally and unconditionally authorised to allot preference shares in the Company and to grant rights to subscribe for or convert any security into preference shares in the Company:

1. denominated in Pound Sterling with a nominal value of £0.01 each, up to a maximum aggregate nominal value of £20 million (representing two billion Pound Sterling denominated preference shares in the Company);
2. denominated in US dollars with a nominal value of US$0.01 each, up to a maximum aggregate nominal value of US$20 million (representing two billion US dollar denominated preference shares in the Company); and
3. denominated in euro with a nominal value of €0.01 each, up to a maximum aggregate nominal value of €20 million (representing two billion euro denominated preference shares in the Company),

in one or more series, with such rights or subject to such restrictions as the Directors shall determine prior to the date on which such preference shares are allotted, such authority to apply until the conclusion of the Company’s AGM to be held in 2025 (or, if earlier, 30 June 2025) but, in each case, during this period the Company may

make offers and enter into agreements which would, or might, require preference shares to be allotted or rights to subscribe for or convert securities into preference shares to be granted after the authority expires and the Directors may allot preference shares or grant rights to subscribe for or convert securities into preference shares in pursuance of any such offer or agreement as if the authority had not ended.

Authority to allot mandatory convertible securities (“MCS”)

Resolution 16

That the Directors be hereby generally and unconditionally authorised pursuant to section 551 of the Act to allot shares and to grant rights to subscribe for or to convert any security into shares in relation to any issue by the Company or any subsidiary or subsidiary undertaking of the Company (together, the Group) of MCS that automatically convert into, or are exchanged for, ordinary shares in the Company in prescribed circumstances, where the Directors consider that such an issuance of MCS would be desirable in connection with, or for the purposes of, complying with or maintaining compliance with the regulatory capital requirements or targets applicable to the Company or to the Group from time to time:

1. up to a maximum aggregate nominal amount of £43,331,780, being approximately one third of the nominal value of the Company’s issued share capital as at 6 April 2020 (the latest practicable date prior to the publication of this Notice) such amount to be reduced by the nominal amount allotted or granted under paragraph (ii) of Resolution 14; so that in total no more than:
2. £43,331,780 can be allotted under paragraph (i) of Resolution 14 and this Resolution 16; and
3. £86,663,560 can be allotted under paragraphs (i) and (ii) of Resolution 14 and this Resolution 16; and
4. subject to applicable law and regulation, at such conversion prices (or such maximum or minimum conversion price methodologies) as may be determined by the Directors from time to time.

This authority shall apply until the conclusion of the Company’s annual general meeting to be held in 2021 or, if earlier, 30 June 2021, but in each case, so that the Company may make offers or enter into any agreements during the relevant period which would, or might, require shares to be allotted or rights to subscribe for or to convert securities into shares to be granted after the authority expires, and the Directors may allot shares or grant rights to subscribe for or to convert securities into shares in pursuance of such offer or agreement as if the authority conferred hereby had not expired.

This Resolution shall be read alongside Resolution 14, which, if passed, confers the authority to allot shares and grant rights to subscribe for or convert securities into shares.

Directors’ authority to disapply pre-emption rights for ordinary shares

Resolution 17

That, if Resolution 14 is passed, the Directors be hereby generally empowered pursuant to sections 570 and 573 of the Act to allot equity securities (within the meaning of the Act) for cash under the authority given by that resolution and/or to sell ordinary shares 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, provided that the power shall be limited to:

1. 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 Resolution 14(ii), by way of a rights issue only) to:
2. holders of ordinary shares in proportion (as nearly as may be practicable) to their existing holdings; and
3. holders of other equity securities as required by the rights of those securities or, as the Directors otherwise consider it necessary,

and so that the Directors may impose any limits or restrictions and make any arrangements which they consider 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 matter whatsoever; and

1. in the case of the authority granted under Resolution 14(i), the allotment (otherwise than under paragraph (i) above) of equity securities or sale of treasury shares for cash up to an aggregate nominal amount of £6,499,765.

This power shall apply until the conclusion of the annual general meeting of the Company to be held in 2021 (or, if earlier, 30 June 2021) but, in each case, so that the Company may make offers and enter into agreements during the relevant period which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the power expires, and the Directors may allot equity securities (and sell treasury shares) in pursuance of such offer or agreement as if the authority conferred hereby had not expired.

Authority to disapply pre-emption rights for MCS issuances

Resolution 18

That if Resolution 16 is passed, the Directors be and are hereby authorised to allot equity securities (within the meaning of the Act) for cash pursuant to the power conferred on the Directors by Resolution 16 as if Section 561 of that Act did not apply to such allotment. This authority shall apply until the conclusion of the Company’s annual general meeting to be held in 2021, or, if earlier, 30 June 2021, but in each case so that the Company may make offers and enter into agreements under this authority during the relevant period which would, or might, require equity securities to be allotted (or treasury shares to be sold) after the authority expires, and the Directors may allot equity securities (or sell treasury shares) in pursuance of such offer or agreement as if the authority conferred hereby had not expired).

Authority to purchase own shares

Resolution 19

That the Company be hereby generally and unconditionally authorised pursuant to section 701 of the Act to make market purchases (as defined in section 693(4) of the Act) of ordinary shares provided that:

1. the maximum number of ordinary shares which may be purchased is 259,990,600;
2. the minimum price (excluding stamp duty and expenses) which may be paid for each such share is £0.05;
3. the maximum price (excluding stamp duty and expenses) which may be paid for each such share is the higher of:
4. an amount equal to 5% above the average of the middle market quotations for an ordinary share as derived from the London Stock Exchange Daily Official List for the five Business Days immediately preceding the day on which the Company agrees to purchase the ordinary shares; and
5. the higher of the price of the last independent trade and the highest current independent purchase bid on the trading venues where the purchase is carried out.

The authority shall apply until the conclusion of the annual general meeting of the Company to be held in 2021 (or, if earlier, 30 June 2021), except in relation to the purchase of shares the contracts for which are concluded before such expiry and which will or may be completed or executed wholly or partly after such expiry, unless such authority is renewed prior to such time.

Notice of general meetings

Resolution 20

That the Directors be hereby authorised to call general meetings (other than an annual general meeting) on not less than 14 clear days’ notice.