BURBERRY GROUP PLC (the "Company") Company number: 3458224
Annual General Meeting 2019
At the Annual General Meeting of the Company duly convened and held at The Conrad London St. James, 22-28 Broadway, London SW1H OBH on Wednesday 17 July 2019, the following special business resolutions were passed:
Resolution 17
Directors' authority to disapply pre-emption rights,
That subject to the passing of resolution 16, the Directors be hereby empowered 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 of 0.05p each in the capital of the Company (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:
- i. 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 to:
- (a) holders of ordinary shares in proportion (as nearly as may be practicable) to their existing holdings;
- (b) 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; and
- ii. the allotment (otherwise than under paragraph i. above) of equity securities or sale of treasury shares up to an aggregate nominal amount of £10,286 being just under 5% of the Company's issued share capital as at 15 May 2019.
Such power shall apply until the conclusion of the AGM to be held in 2020 (or, if earlier, 17 October 2020) but 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 Directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the power had not ended.
Resolution 18
Authority to purchase own shares:
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:
- i. the maximum number of ordinary shares which may be purchased is 41,145,867 being just under 10% of the Company's issued share capital as at 15 May 2019;
- ii the minimum price (excluding stamp duty and expenses) which may be paid for each such share is 0.05p;
- iii. the maximum price (excluding stamp duty and expenses) which may be paid for each such share is the higher of:
- (a) 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 relevant share is purchased; and
- (b) 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; and
- iv. the authority hereby conferred shall apply until the conclusion of the Company's AGM to be held in 2020 (or, if earlier, 17 October 2020) (except in relation to the purchase of shares the contracts for which are concluded before such expiry and which are executed wholly or partly after such expiry) unless such authority is renewed prior to such time.
Resolution 19
Notice of general meetings:
That the Directors be hereby authorised to call general meetings (other than an AGM) on not less than 14 clear days' notice.
For and on behalf of Burberry Group plc
Gemma Parsons Company Secretary