AGM Information • Jun 16, 2014
AGM Information
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SPECIAL RESOLUTION 1 – SHARE BUYBACK: IT WAS RESOLVED THAT the Company be and is hereby generally and unconditionally authorised in accordance with the Companies (Guernsey) Law, 2008, as amended (the "Companies Law"), to make market acquisitions (as defined in the Companies Law) of each class of its shares (either for the retention as treasury shares for resale or transfer, or cancellation), PROVIDED THAT:
………………………………………………………………. For Northern Trust International Fund Administration Services (Guernsey) Limited As Secretary
16 June 2014
………………………………………….. Date
CERTIFIED TRUE EXTRACT OF THE MINUTES OF THE SEVENTH ANNUAL GENERAL MEETING OF THE MEMBERS OF THE COMPANY HELD AT TRAFALGAR COURT, LES BANQUES, ST PETER PORT, GUERNSEY GY1 3QL, CHANNEL ISLANDS ON MONDAY 16 JUNE 2014 AT 10.30AM.
SPECIAL RESOLUTION 2 – DIS-APPLICATION OF PRE-EMPTION RIGHTS:
a. IT WAS RESOLVED THAT, in accordance with Article 6.4 of the Articles, the Directors be empowered to allot and issue (or sell from treasury) 596,858 shares designated as Euro shares, 2,287,093 shares designated as US Dollar shares and 4,283,549 shares designated as Sterling shares (being 10 per cent. of the shares in issue of each class as at the latest practicable date prior to the date of this notice, excluding shares held in treasury) for cash as if Article 6.1 of the Articles did not apply to the allotment and issue (or sale from treasury) for the period expiring on the date falling fifteen months after the date of passing of this Resolution 13 or the conclusion of the next annual general meeting of the Company, whichever is the earlier, save that the Company may before such expiry make offers or agreements which would or might require shares to be allotted and issued (or sold) after such expiry and the Directors may allot and issue (or sell) shares in pursuance of any such offer or agreement notwithstanding that the power conferred by this Resolution 13 has expired.
………………………………………………………………. For Northern Trust International Fund Administration Services (Guernsey) Limited As Secretary
16 June 2014
…………………………………………..
Date
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