RE: AGM 201916 May 2019 23:50
Up to 10% LTI between now & next AGM
Resolution 24. Authority to purchase ordinary shares
That the Company be and is hereby generally and unconditionally authorised for the purposes of Section 701 of the Companies Act 2006 to make market purchases (within the meaning of Section 693 of the Companies Act 2006) of ordinary shares of 10 pence each in the capital of the Company and where such shares are held in treasury, the Company may use them for the purposes of its employees’ share plans, provided that:
(a) the maximum aggregate number of ordinary shares authorised to be purchased shall be 7,124,228,884;
(b) the minimum price which may be paid for each ordinary share shall be 10 pence;
(c) the maximum price, exclusive of expenses, which may be paid for each ordinary share shall be 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 London business days immediately preceding the day on which such share is contracted to be purchased or
(ii) the higher of the price of the last independent trade and the highest current independent bid for an ordinary share in the capital of the Company on the trading venues where the market purchase by the Company pursuant to the authority conferred by this Resolution 24 will be carried out;
(d) this authority shall expire at the conclusion of the next annual general meeting or at the close of business on 30 June 2020, whichever is the earlier, unless such authority is renewed before then; and
(e) the Company may make a contract to purchase its ordinary shares under this authority before its expiry which would or might be executed wholly or partly after such expiry, and may make a purchase of its ordinary shares under that contract.