AGM Information • Apr 30, 2020
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date: 2020-04-30 14:31:00+00:00
COMPANIES ACT 2006
PUBLIC COMPANY LIMITED BY SHARES
ADMIRAL GROUP PLC
(Incorporated in England and Wales with registered number 3849958)
At the Annual General Meeting of Admiral Group plc (the Company) duly convened and held at Tŷ Admiral, David Street, Cardiff, CF10 2EH on Thursday 30 April 2020 at 2.00pm, the following special business RESOLUTIONS were duly passed: -
As special business:
The rules of The Admiral Group plc 2015 Discretionary Free Share Scheme (“DFSS”) are amended to add a new sub-plan (the “French Sub-Plan”) to apply to participants resident in France;
The board of directors of the Company or a duly authorised committee is hereby authorised, for a period of 76 months maximum from the date of approval of this resolution, (i) to grant new/existing free shares, including French Qualified Restricted Shares of the Company under the French-Sub-Plan in accordance with its provisions and with those of Articles L225-197 et seq. of the French Commercial Code, and in particular with the requirement that the aggregate number of free shares thus granted not exceed 10% of the Company’s share capital as the date of their grant (the “Grant Date”), and (ii) to do all such other acts as are required to administer the French Sub-Plan, and notably, for each grant decision, to set, in compliance with the French legal requirements, (a) the mandatory period after which the share grant will be definitive (the “Vesting Period”), which cannot be less than one year from the share Grant Date and (b) the period after which the shares will be transferable (the “Holding Period”), which shall start at the end of the Vesting Period. The Vesting Period and the Holding Period combined must not be shorter than two years (bearing in mind that the Vesting Period must be at least one year),
This authorisation cancels any other prior authorisation and the application of any previously existing French Sub-Plan.
make political donations to political parties or independent election candidates (as such terms are defined in sections 363 and 364 of the CA 2006), not exceeding £100,000 in aggregate;
make political donations to political organisations other than political parties (as such terms are defined in sections 363 and 364 of the CA 2006), not exceeding £100,000 in aggregate; and
to incur political expenditure (as such term is defined in section 365 of the CA 2006), not exceeding £100,000 in aggregate,
during the period beginning with the date of the passing of this resolution and ending on the earlier of, the conclusion of the next AGM of the Company or 30 June 2021, unless previously renewed, varied or revoked by the Company in general meeting, provided that the maximum amounts referred to in (i), (ii) and (iii) may comprise sums in different currencies which shall be converted at such rate as the Board may in its absolute discretion determine to be appropriate.
up to an aggregate nominal amount of £98,012; and
comprising equity securities (as defined in section 560(1) of the CA 2006) up to a further aggregate nominal amount of £98,012 in connection with an offer by way of a rights issue,
provided that the authorities conferred by sub paragraphs (i) and (ii) above shall expire (unless previously renewed, varied or revoked by the Company in general meeting) at the earlier of the conclusion of the next AGM of the Company after the date of the passing of this resolution or 30 June 2021, but, in each case, so that the Company may make offers and enter into agreements before the authority expires which would, or might, require shares to be allotted or rights to subscribe for or to convert any security into shares to be granted after the authority expires and the Directors may allot shares or grant such rights under any such offer or agreement as if the authority had not expired. References in this Resolution 18 to the nominal amount of rights to subscribe for or to convert any security into shares (including where such rights are referred to as equity securities as defined in section 560(1) of the CA 2006) are to the nominal amount of shares that may be allotted pursuant to the rights.
For the purposes of this Resolution 18 "rights issue" means an offer to:
(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, subject to such rights, as the Directors otherwise consider necessary,
to subscribe for further securities by means of the issue of a renounceable letter (or other negotiable document) which may be traded for a period before payment for the securities is due, including an offer to which the Directors may impose any limits or restrictions or make any other 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.
Dis-application of pre-emption rights
19 That, in substitution for all existing authorities and subject to the passing of Resolution 18, the Directors be generally empowered pursuant to section 570 of the CA 2006 to allot equity securities (as defined in section 560(1) of the CA 2006) for cash pursuant to the authority granted by Resolution 18 and/or pursuant to section 573 of the CA 2006 to sell ordinary shares held by the Company as treasury shares for cash, in each case free of the restriction in section 561 of the CA 2006, such authority to be limited:
(i) to the allotment of equity securities and/or sale of treasury shares for cash in connection with an offer of equity securities (but in the case of an allotment pursuant to the authority granted by paragraph (ii) of Resolution 18, by way of a rights issue only):
(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, subject to such rights, as the Directors otherwise consider necessary,
and so that the Directors may impose any limits or restrictions or make any other 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; and
(ii) to the allotment of equity securities pursuant to the authority granted by paragraph (i) of Resolution 18 and/or sale of treasury shares for cash (in each case otherwise than in the circumstances set out in paragraph (i) of this Resolution 19) up to a nominal amount of £14,701 (calculated, in the case of equity securities which are rights to subscribe for, or to convert securities into, ordinary shares by reference to the aggregate nominal amount of relevant shares which may be allotted pursuant to such rights),
such authority to apply until the earlier of the conclusion of the next AGM of the Company or 30 June 2021, unless previously renewed, varied or revoked by the Company in general meeting but, in each case, so that the Company may make offers and enter into agreements before the authority expires which would, or might, require equity securities to be allotted (and/or treasury shares to be sold) after the authority expires and the Directors may allot equity securities (and/or sell treasury shares) under any such offer or agreement as if the authority had not expired.
20 That, in addition to any authority granted under Resolution 19, and subject to the passing of Resolution 18, the Directors be generally empowered pursuant to section 570 of the CA 2006 to allot equity securities (as defined in section 560(1) of the CA 2006) for cash pursuant to the authority granted by Resolution 18 and/or pursuant to section 573 of the CA 2006 to sell ordinary shares held by the Company as treasury shares for cash, in each case free of the restriction in section 561 of the CA 2006, such authority to be:
(i) limited to the allotment of equity securities and/or sale of treasury shares for cash up to an aggregate nominal amount of £14,701 (calculated, in the case of equity securities which are rights to subscribe for, or to convert securities into, ordinary shares by reference to the aggregate nominal amount of relevant shares which may be allotted pursuant to such rights); and
(ii) used only for the purposes of financing (or refinancing, if the authority is to be used within six months after the original transaction) a transaction which the Directors of the Company determine 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,
such authority to apply until the earlier of the conclusion of the next AGM of the Company or 30 June 2021 unless previously renewed, varied or revoked by the Company in general meeting but, in each case, so that the Company may make offers and enter into agreements before the authority expires which would, or might, require equity securities to be allotted (and/or treasury shares to be sold) after the authority expires and the Directors of the Company may allot equity securities (and/or sell treasury shares) under any such offer or agreement as if the authority conferred hereby had not expired.
For the purpose of this Resolution 20, "rights issue" has the same meaning as in Resolution 18 above.
Market purchases
21 That the Company be generally and unconditionally authorised, pursuant to and in accordance with Section 701 of the CA 2006, to make one or more market purchases (within the meaning of section 693(4) of the CA 2006) on the London Stock Exchange of ordinary shares of 0.1p in the capital of the Company (ordinary shares) provided that:
(i) the maximum aggregate number of ordinary shares authorised to be purchased is 14,701,887 (representing 5.00% of the issued ordinary share capital);
(ii) the minimum price (excluding expenses) which may be paid for an ordinary share is the nominal value of such share;
(iii) the maximum price (excluding expenses) which may be paid for an ordinary share shall be the higher of (1) an amount equal to 105% of the average of the middle market quotations for an ordinary share as derived from The London Stock Exchange Daily Official List for the 5 business days immediately preceding the day on which that ordinary share is purchased and (2) the higher of the price of the last independent trade and the highest current independent bid for an ordinary share on the trading venue where the purchase is carried out;
(iv) this authority expires at the earlier of the conclusion of the next AGM of the Company or 30 June 2021; and
(v) the Company may make a contract to purchase ordinary shares under this authority before the expiry of the authority which will or may be executed wholly or partly after the expiry of the authority and may make a purchase of ordinary shares in pursuance of any such contract.
22 THAT a general meeting other than an annual general meeting may be called on not less than 14 clear days’ notice.
| BY ORDER OF THE BOARD | REGISTERED OFFICE |
|---|---|
| Mark Waters | Tŷ Admiral, David Street |
| Company Secretary | Cardiff, CF10 2EH |
| 30 April 2020 | Registered No. 03849958 |
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