At the Annual General Meeting of Trinity Mirror plc (the 'Company') held today at 11.30 am at the Hilton London Canary Wharf, London, E14 9SH, all resolutions were put to the meeting and approved by shareholders on a poll.
The total number of votes received for each resolution is set out below. The number of 10p Ordinary Shares in issue on 10 May 2012 was 257,690,520.
The number of ordinary shares in issue at 27 March 2012 (the date of the AGM Notice) was 257,690,520. Proxy votes were received in respect of 184,422,741 shares, representing approximately 72% of issued equity as at 27 March 2012.
Total Votes Against
To receive the 2011 report and accounts
To receive and adopt the Remuneration Report
Sir Ian Gibson
Kathleen O' Donovan
To re-appoint Deloitte LLP as Auditors
To authorise the Directors to fix the Auditors' remuneration
To authorise the Directors to allot shares
To authorise the Directors to issue shares for cash*
To authorise the repurchase of shares*
To authorise political
Notice period for general meetings*
Approve the Trinity Mirror Long-Term Incentive Plan 2012
* Special resolutions requiring a 75% majority
1. Any proxy appointments which gave discretion to the Chairman have been included in the "for" total.
2. A "vote withheld" is not a vote in law and is not counted in the calculation of the proportion of the votes "for" and "against" a resolution.
In accordance with Listing Rule 9.6.2, two copies of the resolutions passed at the meeting, other than resolutions concerning ordinary business, have been submitted to the UK Listing Authority via the National Storage Mechanism and will be available shortly for viewing at http://www.morningstar.co.uk/.
15 THAT subject to the passing of Resolution 14 above and in substitution for all subsisting authorities to the extent unused, the Directors be and they are hereby generally empowered, pursuant to sections 570 and 573 of the Companies Act 2006, to allot equity securities (within the meaning of section 560 of the 2006 Act) for cash, pursuant to the authority conferred by Resolution 14 or by way of a sale of treasury shares, as if section 561(1) of the 2006 Act did not apply to any such allotment, provided that this power:
(i) shall be limited to the allotment of equity securities in connection with an offer of equity securities (but in the case of the authority granted under paragraph (ii) of Resolution 14 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 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 the requirements of any regulatory body or stock exchange or any other matter (including such problems arising by virtue of equity securities being represented by depositary receipts); and
(ii) in the case of the authority granted under paragraph (i) of Resolution 14 and/or in the case of any sale or transfer of treasury shares which is treated as an allotment of equity securities under section 560(3) of the 2006 Act shall be limited to the allotment (otherwise than under paragraph (i) of this Resolution 15) of equity securities up to an aggregate nominal value of £1,288,452; and
shall unless renewed, varied or revoked by the Company in general meeting expire at the conclusion of the next annual general meeting of the Company or, if earlier, at the close of business on 30 June 2013, save that the Company shall be entitled to make offers or agreements before the expiry of such power which would or might require equity securities to be allotted after such expiry and the Directors shall be entitled to allot equity securities pursuant to any such offer or agreement as if the power conferred hereby had not expired.
16 THAT the Company be and is hereby generally and unconditionally authorised, pursuant to and in accordance with section 701 of the Companies 2006 Act, to make market purchases (within the meaning of section 693(4) of the 2006 Act) of ordinary shares of 10p each in the capital of the Company ('Ordinary Shares') on such terms and in such manner as the Directors of the Company may from time to time determine and in substitution for all existing powers conferred on the Directors of the Company provided that:
(a) the maximum number of Ordinary Shares hereby authorised to be purchased is 25,769,052;
(b) the minimum price (exclusive of expenses) which may be paid for each Ordinary Share is 10p;
(c) the maximum price (exclusive of expenses) which may be paid for each Ordinary Share is an amount equal to the higher of
(i) 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 five business days immediately preceding the date on which the Ordinary Share is contracted to be purchased; and
(ii) that stipulated by Article 5(1) of the Buy-Back and Stabilisation Regulation 2003;
(d) the authority hereby conferred by this Resolution shall, unless renewed, varied or revoked by the Company in general meeting prior to such time, expire at the end of the next annual general meeting of the Company after the passing of this Resolution (or, if earlier, 15 months from the date of the passing of this Resolution) but a contract to purchase Ordinary Shares may be made before such expiry which will or may be executed wholly or partly thereafter and a purchase of Ordinary Shares may be made in pursuance of any such contract as if the authority conferred hereby had not expired.
18 THAT a general meeting of the Company (other than an annual general meeting) may be called on not less than 14 clear days' notice, provided that this authority shall expire at the conclusion of the next annual general meeting of the Company.
Nick Fullagar, Director of Corporate Communications 020 7293 3622
Paul Vickers, Company Secretary 020 7293 3359
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