AGM Information • Jul 19, 2012
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Download Source FileLand Securities Group PLC
Annual General Meeting – 19 July 2012 (“AGM”)
Copies of Resolutions passed at the AGM
Resolutions 1 to 17, 21 and 22 were passed as Ordinary Resolutions. Resolutions 18 to 20
were passed as Special Resolutions.
Resolution 1
To receive the accounts of the Company for the year ended 31 March 2012 and the directors’ and auditors’ reports on such accounts.
Resolution 2
To declare a Final Dividend for the year ended 31 March 2012 of 7.4 pence per ordinary share.
Resolution 3
To approve the Directors’ Remuneration Report for the year ended 31 March 2012.
Resolution 4
To re-elect Alison Carnwath as a director.
Resolution 5
To re-elect Robert Noel as a director.
Resolution 6
To re-elect Martin Greenslade as a director.
Resolution 7
To re-elect Richard Akers as a director.
Resolution 8
To re-elect Kevin O’Byrne as a director.
Resolution 9
To re-elect Sir Stuart Rose as a director.
Resolution 10
To re-elect Simon Palley as a director.
Resolution 11
To re-elect David Rough as a director.
Resolution 12
To re-elect Christopher Bartram as a director.
Resolution 13
To elect Stacey Rauch, who has been appointed as a director by the Board since the last Annual General Meeting, as a director.
Resolution 14
To re-appoint PricewaterhouseCoopers LLP as auditors of the Company until the conclusion of the next general meeting at which accounts are laid before the Company.
Resolution 15
To authorise the directors to determine the remuneration of the auditors.
Resolution 16
To authorise the directors generally and unconditionally to allot shares in the Company and togrant rights to subscribe for or convert any security into shares in the Company:
(i) up to an aggregate nominal amount of £25,975,000; and
(ii) comprising equity securities (as defined in section 560 of the Companies Act 2006 (the 2006 Act)) up to a further nominal amount of £25,975,000 in connection with an offer by way of a rights issue:
(a) to ordinary shareholders in proportion (as nearly as may be practicable) to their existing
holdings; and
(b) to holders of other equity securities as required by the rights of those securities or as the
directors otherwise consider necessary, and permitting the directors to 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 other matter.
This authority shall expire at the conclusion of the next Annual General Meeting of the Company after the passing of this Resolution (unless previously renewed, varied or revoked by the Company in a general meeting), provided that the Company may make offers and enter into agreements before this authority expires which would, or might, require equity securities to be allotted or subscription or conversion rights to be granted after the authority ends and the directors may allot equity securities or grant rights to subscribe for or convert securities into ordinary shares under any such offer or agreement as if this authority had not expired.
Resolution 17
In accordance with sections 366 and 367 of the 2006 Act, to authorise the Company and all
companies that are its subsidiaries at any time during the period for which this Resolution has effect to:
(i) make political donations to political parties or political organisations other than political
parties; and
(ii) incur other political expenditure,
in each case, not exceeding £20,000 in aggregate.
This authority shall commence on the date of this Resolution and expire after the conclusion of the Company’s next Annual General Meeting. Any terms used in this Resolution which are
defined in Part 14 of the 2006 Act shall have the same meaning for the purposes of this Resolution.
Resolution 18
If Resolution 16 is passed, to authorise the directors to allot equity securities (as defined in the 2006 Act) for cash under the authority given by Resolution 16 and/or to sell treasury shares, as if Section 561 of the 2006 Act did not apply to any such allotment or sale, provided that this authorisation shall be limited to:
(i) the allotment of equity securities and sale of treasury shares for cash in connection with an offer or issue of, or invitation to apply for, equity securities made to (but in the case of the
authority granted under paragraph (ii) of Resolution 16, by way of a rights issue only):
(a) ordinary shareholders in proportion (as nearly as may be practicable) to their existing
holdings; and
(b) holders of other equity securities, as required by the rights of those securities, or as the
Board otherwise considers necessary, and permitting the directors to 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
(ii) in the case of the authority granted under paragraph (i) of Resolution 16 and/or in the case of any sale of treasury shares for cash, to the allotment (otherwise than under paragraph (i) of this Resolution) of equity securities or sale of treasury shares up to a nominal amount of £3,896,250.
This authority shall expire at the conclusion of the next Annual General Meeting of the Company after the passing of this Resolution, provided that the Company may, before this authority expires, make offers and enter into agreements which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authorisation expires and the directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authorisation had not expired.
Resolution 19
To authorise the Company generally and unconditionally to make market purchases (as defined in section 693(4) of the 2006 Act) of its ordinary shares on such terms as the directors think fit, provided that:
(i) the maximum number of ordinary shares that may be acquired is 77,925,000, being 10% of the Company’s issued ordinary share capital (excluding treasury shares) as at 13 June 2012;
(ii) the minimum price (exclusive of expenses) which may be paid for an ordinary share is
10 pence; and
(iii) the maximum price (exclusive of expenses) which may be paid for each ordinary share is the higher of: (i) 105% of the average of the middle market quotations of an ordinary share of the Company as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the ordinary share is contracted to be purchased; and (ii) an amount equal to the higher of the price of the last independent trade of an ordinary share and the highest current independent bid for an ordinary share on the trading venues where the purchase is carried out.
This authority shall expire at the conclusion of the next Annual General Meeting of the Company after the passing of this Resolution, provided that the Company shall be entitled, at any time prior to the expiry of this authority, to make a contract of purchase which would or might be executed wholly or partly after such expiry of this authority and to purchase ordinary shares in accordance with such contract as if the authority conferred had not expired.
Resolution 20
That a general meeting, other than an Annual General Meeting, may be called on not less than 14 clear days’ notice.
Resolution 21
To adopt the 2012 Sharesave Plan Rules as summarised in Appendix 1 to Part II of this Notice (the “Sharesave Plan”) and further, that the directors be authorised to make such modifications to the Sharesave Plan as they may consider appropriate to take account of the requirements of HM Revenue and Customs and best practice, and for the implementation of the Sharesave Plan and to adopt the Sharesave Plan as so modified and to do all such other acts and things as they may consider appropriate to implement the Sharesave Plan.
Resolution 22
That the directors be authorised to amend and renew the terms of the 2005 Long Term Incentive Plan as summarised in Appendix 2 to Part II of this Notice.
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