GUINNESS PEAT GROUP PLC (the "Company")
Company Number: 103548
SPECIAL RESOLUTION OF THE COMPANY
PURSUANT TO SECTION 283 OF THE COMPANIES ACT 2006
PASSED ON 24 MAY 2012
At the Annual General Meeting of the Company held at Eden Park, Walters Road, Mt Eden, Auckland, New Zealand, the following resolution was duly passed by the Company as a special resolution.
- 9 That the directors be and they are hereby empowered pursuant to sections 570 and 573 of the Companies Act 2006 to allot equity securities (as defined in section 560 of that Act) for cash pursuant to the authority conferred by Resolution 7 above and/or to sell equity securities held as treasury shares for cash pursuant to section 727 of the Companies Act 2006, in each case as if section 561 of that Act did not apply to any such allotment or sale, provided that this power shall be limited to:
- (i) the allotment and/or sale of equity securities in connection with a rights issue, open offer or other offer of securities in favour of the holders of ordinary shares on the register of members as such record date as the directors of the Company may determine and other persons entitled to participate therein, in any or all jurisdictions where equity securities are listed on any recognised stock exchange, where the equity securities respectively attributable to the interests of the ordinary shareholders are proportionate (as nearly as may be) to the respective numbers of ordinary shares held by them on the record date of such allotment but subject to such exclusions or other arrangements as the directors may deem necessary or expedient to deal with any treasury shares, fractional entitlements or the legal or practical matters in respect of overseas holders or of any regulatory body or stock exchange or otherwise; and
- (ii) the allotment and/or sale (otherwise than pursuant to sub-paragraph (i) above) to any person or persons of equity securities for cash up to an aggregate nominal value not exceeding £4,056,692;
and such power, unless renewed or otherwise varied by the Company in general meeting, shall expire upon the expiry of the general authority conferred by Resolution 7 above, save that the Company may make an offer or agreement before this power has expired, which would or might require equity securities to be allotted or equity securities held as treasury shares to be sold after such expiry and the directors may allot equity securities and/or sell equity securities held as treasury shares pursuant to any such offer or agreement as if the authority conferred hereby had not expired. Any earlier power of the directors to allot equity securities as aforesaid be and is hereby revoked.
Signed
Chairman
For and on behalf of Guinness Peat Group plc
GUINNESS PEAT GROUP PLC (the "Company")
Company Number: 103548
SPECIAL RESOLUTION OF THE COMPANY
PURSUANT TO SECTION 283 OF THE COMPANIES ACT 2006
PASSED ON 24 MAY 2012
At the Annual General Meeting of the Company held at Eden Park, Walters Road, Mt Eden, Auckland, New Zealand, the following resolution was duly passed by the Company as a special resolution.
- 10 That the Company be generally and unconditionally authorised to make market purchases (within the meaning of section 693(4) of the Companies Act 2006) of ordinary shares in the capital of the Company on such terms and in such manner as the directors may from time to time determine provided that:
- (i) the maximum number of ordinary shares hereby authorised to be acquired is 243,401,526; and
- (ii) the minimum price which may be paid for any such share is 5p; and
- (iii) the maximum price which may be paid for any such share is the amount equal to 105% of the average of the middle market quotations for an ordinary share in the Company as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which such share is contracted to be purchased (exclusive of associated expenses); and
- (iv) the authority hereby conferred shall expire on 23 November 2013 or the date of the next annual general meeting of the Company, whichever is the earlier, unless previously renewed, varied or revoked by the Company in general meeting; and
- (v) the Company may contract to purchase its ordinary shares under the authority hereby conferred prior to the expiry of such authority which will or might be executed wholly or partly after the expiration of such authority, and may purchase its ordinary shares in pursuance of any such contract.
Signed
Chairman
For and on behalf of Guinness Peat Group plc
GUINNESS PEAT GROUP PLC (the "Company")
Company Number: 103548
SPECIAL RESOLUTION OF THE COMPANY
PURSUANT TO SECTION 283 OF THE COMPANIES ACT 2006
PASSED ON 24 MAY 2012
At the Annual General Meeting of the Company held at Eden Park, Walters Road, Mt Eden, Auckland, New Zealand, the following resolution was duly passed by the Company as a special resolution.
11 That a general meeting, other than an annual general meeting, may be called on not less than 14 clear days' notice.
Signed
Chairman
For and on behalf of Guinness Peat Group plc