Last checked at 12 May 2011 09:02
SIG plc
Results of Annual General Meeting ("AGM")
SIG plc announces that all resolutions contained in the Notice of Meeting dated 5 April 2011 previously circulated to shareholders were duly passed by show of hands at the Annual General Meeting of the Company held on Wednesday 11 May 2011 and that copies of the resolutions below (other than those concerning ordinary business) have been forwarded to the UK Listing Authority via the National Storage Mechanism and will be available for inspection at www.hemscott/nsm.do.
Resolution 11
THAT the Directors be and they are hereby generally and unconditionally authorised for the purposes of Section 551 of the Companies Act 2006 to exercise all the powers of the Company to allot shares in the Company and to grant rights to subscribe for, or to convert any security into, shares in the Company ("Rights"):
(a) up to an aggregate nominal amount of £19,694,311; and
(b) up to a further aggregate nominal amount of £19,694,311 provided that (i) they are equity securities (within the meaning of Section 560(1) of the Companies Act 2006); and (ii) they are offered by way of a rights issue to holders of ordinary shares on the register of members at such record dates as the Directors may determine where the equity securities respectively attributable to the interests of the ordinary Shareholders are proportionate (as nearly as may be practicable) to the respective numbers of ordinary shares held or deemed to be held by them on any such record dates, subject to such exclusions or other arrangements as the Directors may deem necessary or expedient to deal with treasury shares, fractional entitlements or legal or practical problems arising under the laws of any overseas territory or the requirements of any regulatory body or stock exchange or by virtue of shares being represented by depositary receipts or any other matter,
provided that this authority shall expire at the end of the next Annual General Meeting of the Company or, if earlier, on 11 August 2012, save that the Company shall be entitled to make offers or agreements before the expiry of such authority which would or might require shares to be allotted or Rights to be granted after such expiry and the Directors shall be entitled to allot shares and grant Rights pursuant to any such offer or agreement as if this authority had not expired; and all unexercised authorities previously granted to the Directors to allot shares and grant Rights be and are hereby revoked.
Resolution 12
THAT the Directors be and they are hereby empowered pursuant to Sections 570 and 573 of the Companies Act 2006 to allot equity securities (within the meaning of Section 560 of the Companies Act 2006) for cash either pursuant to the authority conferred by Resolution 11 above or by way of a sale of treasury shares as if Section 561(1) of the Companies Act 2006 did not apply to any such allotment provided that this power shall be limited to:
(a) the allotment of equity securities in connection with an offer of securities (but in the case of the authority granted under paragraph (b) of Resolution 11 by way of rights issue only) in favour of the holders of ordinary shares on the register of members at such record dates as the Directors may determine where the equity securities respectively attributable to the interests of the ordinary shareholders are proportionate (as nearly as may be practicable) to the respective numbers of ordinary shares held or deemed to be held by them on any such record dates, subject to such exclusions or other arrangements as the Directors may deem necessary or expedient to deal with treasury shares, fractional entitlements or legal or practical problems arising under the laws of any overseas territory or the requirements of any regulatory body or stock exchange or by virtue of shares being represented by depositary receipts or any other matter; and
(b) the allotment (otherwise than pursuant to sub-paragraph (a) of this Resolution 12) to any person or persons of equity securities up to an aggregate nominal amount of £2,954,147, and shall expire upon the expiry of the general authority conferred by Resolution 11 above, 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.
Resolution 13
That the Company be generally and unconditionally authorised, pursuant to and in accordance with Sections 693 and 701 of the Companies Act 2006, to make market purchases (as defined in Section 693(4) of the Companies Act 2006) of up to 59,082,930 ordinary shares of 10p each in the capital of the Company (being approximately 10% of the issued ordinary share capital of the Company as at 31 March 2011) on such terms and in such manner as the Directors of the Company may from time to time determine, provided that:
(a) the amount paid for each ordinary share (exclusive of expenses) shall not be more than 5% above the average of the middle market quotations for an ordinary share in the Company as derived from the Daily Official List of The London Stock Exchange plc for the five business days immediately preceding the date on which the contract for the purchase is made;
(b) the minimum price which may be paid for an ordinary share (exclusive of expenses) is 10p; and
(c) the authority herein contained shall expire at the conclusion of the 2012 Annual General Meeting of the Company provided that the Company may, before such expiry, make a contract to purchase its ordinary shares which would or might be executed wholly or partly after such expiry, and the Company may make a purchase of its ordinary shares in pursuance of any such contract as if the authority conferred hereby had not expired.
A breakdown of the proxy votes lodged prior to the AGM for each resolution are set out below:-
Resolution | For | % | Against | % | Withheld |
1 Report & Accounts | 394,065,921 | 99.91 | 354,692 | 0.09 | 0 |
2 Directors' Remuneration Report | 388,031,526 | 98.63 | 5,391,497 | 1.37 | 994,500 |
3 L Van de Walle | 386,512,491 | 98.00 | 7,890,108 | 2.00 | 18,014 |
4 M J Chivers | 379,704,684 | 96.27 | 14,699,900 | 3.73 | 16,029 |
5 C J Davies | 377,889,560 | 95.81 | 16,515,024 | 4.19 | 16,029 |
6 G W Davies | 379,730,943 | 96.28 | 14,688,465 | 3.72 | 1,205 |
7 C V Geoghegan | 377,405,638 | 95.69 | 17,012,370 | 4.31 | 2,605 |
8 J C Nicholls | 382,299,912 | 96.93 | 12,104,672 | 3.07 | 16,029 |
9 Auditors | 393,230,862 | 99.70 | 1,174,512 | 0.30 | 15,239 |
10 Auditor Remuneration | 394,226,504 | 99.98 | 91,401 | 0.02 | 102,708 |
11 Allot Relevant Securities | 391,499,364 | 99.58 | 1,636,412 | 0.42 | 1,284,837 |
12 Allot Equity Securities | 394,365,726 | 99.99 | 49,439 | 0.01 | 5,448 |
13 Purchase own Shares | 393,332,785 | 99.72 | 1,084,828 | 0.28 | 3,000 |
Notes
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 proportion of the votes "for" and "against" a resolution;
3. The total number of votes cast by proxy: 394,420,613.
4. Issued share capital as at 11 May 2011 is 590,829,339 Ordinary Shares;
5. All percentages are shown to two decimal places.
Enquiries: Richard Monro, Company Secretary - Telephone 0114 2856355