Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

EVRAZ PLC AGM Information 2014

Jun 16, 2014

5304_dva_2014-06-16_88849fdb-d07d-4b3a-aa2a-88833a76d7e2.pdf

AGM Information

Open in viewer

Opens in your device viewer

Evraz Plc (the 'Company')

At the Annual General Meeting (the 'Meeting') of the Company held on Thursday, 12 June 2014 at Chelsea Football Club, Stamford Bridge, Fulham Road, London SW6 1HS, at 11h00 GMT, the following special business resolutions were proposed and passed:

ORDINARY RESOLUTION

17 That the Directors be generally and unconditionally authorised pursuant to and in accordance with Section 551 of the Companies Act 2006 (the "2006 Act") to exercise all the powers of the Company to allot shares or grant rights to subscribe for or to convert any security into shares in the Company:

(a) up to an aggregate nominal amount of US\$497,154,007; and

(b) comprising equity securities (as defined in Section 560(1) of the 2006 Act) up to a further aggregate nominal amount of US\$497,154,007 in connection with an offer by way of a rights issue:

such authorities to apply in substitution for all previous authorities pursuant to Section 551 of the 2006 Act and to expire at the end of the next Annual General Meeting or on 30 June 2015, whichever is the earlier, but in each case so that the Company may make offers and enter into agreements during the relevant period 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 ends.

For the purposes of this Resolution, "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 if this is required by the rights of those securities or, if the Directors consider it necessary, as permitted by the rights of those securities,

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, but subject in both cases to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates or legal, regulatory or practical problems in, or under the laws of, any territory.

SPECIAL RESOLUTIONS

18 That subject to the passing of Resolution 17 above, the Directors be empowered to allot equity securities (as defined in Section 560(1) of the 2006 Act) wholly for cash:

(a) pursuant to the authority given by paragraph (a) of Resolution 17 above or where the allotment constitutes an allotment of equity securities by virtue of Section 560(3) of the 2006 Act, in each case:

(i) in connection with a pre-emptive offer; and

(ii) otherwise than in connection with a pre-emptive offer, up to an aggregate nominal amount of US\$75,326,364; and

(b) pursuant to the authority given by paragraph (b) of Resolution 17 above in connection with a rights issue,

as if Section 561(1) of the 2006 Act did not apply to any such allotment;

such power to expire at the end of the Company's next Annual General Meeting or on 30 June 2015, whichever is the earlier but so that the Company may make offers and enter into agreements during this period which would, or might, require equity securities to be allotted after the power ends.

For the purposes of this Resolution:

(A) "rights issue" has the same meaning as in Resolution 17 above;

(B) "pre-emptive offer" means an offer of equity securities open for acceptance for a period fixed by the Directors to (a) holders (other than the Company) on the register on a record date fixed by the Directors of ordinary shares in proportion to their respective holdings and (b) other persons so entitled by virtue of the rights attaching to any other equity securities held by them, but subject in both cases to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates or legal, regulatory or practical problems in, or under the laws of, any territory;

(C) references to an allotment of equity securities shall include a sale of treasury shares; and

(D) the nominal amount of any securities shall be taken to be, in the case of rights to subscribe for or convert any securities into shares of the Company, the nominal amount of such shares which may be allotted pursuant to such rights.

19 That the Company be and is hereby unconditionally and generally authorised for the purpose of Section 701 of the 2006 Act to make market purchases (as defined in Section 693(4) of the 2006 Act) of ordinary shares of US\$1.00 each in the capital of the Company provided that:

(a) the maximum number of ordinary shares which may be purchased is 150,652,729;

(b) the maximum price which may be paid for a ordinary share is an amount equal to the higher of (i) 105 per cent. of the average of the closing price of the Company's ordinary shares as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which such ordinary share is contracted to be purchased and (ii) the higher of the price of the last independent trade and the highest current bid as stipulated by Article 5(1) of Commission Regulation (EC) 22 December 2003 implementing the Market Abuse Directive as regards exemptions for buy-back programmes and stabilisation of financial instruments (No 2273/2003); and

(c) this authority shall expire at the conclusion of the Annual General Meeting of the Company held in 2015 or, if earlier 30 June 2015 (except in relation to the purchase of ordinary shares the contract for which was concluded before the expiry of such authority and which might be executed wholly or partly after such expiry) unless such authority is renewed prior to such time.

20 That a general meeting other than an annual general meeting may be called on not less than 14 clear days' notice.

This document is signed by TMF Corporate Administration Services Limited, as Company Secretary, as a true copy of the resolutions passed at the Annual General Meeting of the Company held on Thursday 12 June 2014 at 11h00 GMT.

......................

$\chi^{\rm IR}$

$\tilde{\gamma}$

$\sim$

$\bar{\rm s}$

TMF Corporate Administration Services Limited Company Secretary 13 June 2014