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Informa PLC — AGM Information 2012
May 17, 2012
4915_dva_2012-05-17_55568b0d-1a16-465d-a108-77abf4328799.pdf
AGM Information
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Informa plc
The following special resolutions were passed on a poll at the Annual General Meeting of Informa plc held on Thursday 17 May 2012 (the "AGM"):
Passed as a special resolution:-
"That subject to and conditionally upon the passing of resolution 12 the Directors be empowered pursuant to Article 8 of the Articles to allot equity securities (as defined in the Articles) for cash as if Article 7 of the Articles (Pre-emption rights) did not apply and for the purposes of paragraph (1)(b) of Article 8 of the Articles the Disapplication Amount (as defined in the Articles) shall be £30,135. This power shall expire at the conclusion of the Company's Annual General Meeting in 2013."
Passed as a special resolution:-
(A) That the Company be generally and unconditionally authorised pursuant to Article 57 of the Companies (Jersey) Law 1991 to make market purchases of ordinary shares of 0.1p each in the capital of the Company ("Ordinary Shares"), provided that:
(a) the maximum number of Ordinary Shares authorised to be purchased is the number equal to 60,270,717 ordinary shares in aggregate;
(b) the minimum price, exclusive of any expenses, which may be paid for an Ordinary Share is 0.1 pence;
(c) the maximum price, exclusive of any expenses, which may be paid for an Ordinary Share shall be the higher of:
(I) an amount equal to 5 per cent, above the average of the middle market quotations for Ordinary shares taken from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which such shares are contracted to be purchased;
(II) the higher of the price of the last independent trade and the highest current independent bid on the London Stock Exchange Daily Official List at the time that the purchase is carried out;
(B) that the authority hereby conferred shall expire on the earlier of the conclusion of the Company's Annual General Meeting to be held in 2013 and 16 November 2013 (except that the Company may make a contract to purchase its Ordinary Shares under this authority before this authority expires, which will or may be executed wholly or partly after the expiry of this authority, and may make purchases of its ordinary shares in pursuance of any such contract as if this authority had not expired); and
(C) that the Company be authorised pursuant to Article 58A of the Companies (Jersey) Law 1991, to hold, if the Directors of the Company so desire, as treasury shares any of its Ordinary Shares purchased pursuant to the authority conferred by this resolution.
Rupert Hopley
Company Secretary
Date: 17 May 2012
Note:
The reference to resolution 12 in the first special resolution above is to the following resolution passed as an ordinary resolution at the AGM:
" That authority be conferred on the Directors pursuant to Article 6 of the Company's Articles of Association (the "Articles") to allot relevant securities (as defined in the Articles) be renewed for a period commencing on the date of the passing of this resolution and ending at the conclusion of the Company's Annual General Meeting in 2013 and for that purpose the Allotment Amount (as also defined in the Articles) shall be £401,805 except that of that Allotment Amount, £200,902 may only be allotted in connection with a rights issue (as defined in the Articles)."