Savills Regulatory News (SVS)

10 May 2006 12:38

Savills PLC10 May 2006 Savills plc Annual General Meeting - Share split and special business At the Annual General Meeting of the above-named company, duly convened and heldat 20 Grosvenor Hill, Berkeley Square, London W1K 3HQ on 10 May 2006 thefollowing Resolutions were passed as Special Business: 6. THAT the Director's Remuneration Report for the financial year ended 31December 2005 as set out on pages 43 to 52 of the Annual Report be approved. 7. THAT the Directors be and they are hereby generally and unconditionallyauthorised to exercise all powers of the Company to allot relevant securities(as defined in Section 80 of the Companies Act 1985 (the Act), all previous suchauthorities being hereby revoked, provided that: (i) the aggregate of the nominal amount of such securities shall not exceed£1,109,953; and (ii) this authority shall expire at the conclusion of the Annual General Meetingof the Company in 2007 or on 10 August 2007, whichever is the earlier, save thatthe Company may before such expiry make any offer or agreement which would ormight require relevant securities to be allotted after such expiry and theDirectors may allot relevant securities in pursuance of such offer or agreementas if the authority conferred hereby had not expired. 8. THAT, following the passing of the Resolution 7 above, the Directors be andthey are hereby empowered pursuant to Section 95 of the Act to: (a) allot equity securities (as defined in Section 94 (2) of the Act) of theCompany for cash pursuant to the authority conferred on the Directors byResolution 7 as if Section 89 (1) of the Act did not apply to any suchallotment; and (b) sell relevant shares (as defined in Section 94(5) of the Act) in the Companyif, immediately before the sale such shares are held by the Company as treasuryshares (as defined in Section 94(3A) of the Act) ("treasury shares") for cash(as defined in Section 162D(2) of the Act), as if Section 89(1) of the Act did not apply to any such allotment or sale,provided that this power shall be limited to the allotment of equity securitiesand the sale of treasury shares: (i) in connection with an offer or issue in favour of ordinary shareholderswhere the equity securities attributable to each holder are proportionate (asnearly as practicable) to the respective number of ordinary shares held by thembut subject to such exclusions as the Directors may deem necessary or expedientto deal with fractional entitlements, treasury shares or pursuant to the laws ofany territory or requirements of any regulatory body or any stock exchange inany territory; and (ii) otherwise than pursuant to paragraph (i) of this resolution, up to anaggregate nominal amount of £166,492; and shall, unless revoked or renewed in accordance with Section 95(3) of theAct, expire at the conclusion of the next Annual General Meeting of the Company(or any adjournment thereof) following the date of the passing of thisresolution or on 10 August 2007, whichever is the earlier, save that the Companymay before such expiry make any offer or agreement which would or might requireequity securities to be allotted, or treasury shares to be sold after suchexpiry and the Directors may allot equity securities or sell treasury shares inpursuance of such offer or agreement as if the power conferred hereby had notexpired 9. THAT the Company be and is hereby authorised for the purposes of Section166 of the Act to purchase for cancellation its own ordinary shares of 5 penceeach by way of market purchase upon and subject to the following conditions: (i) the maximum number of shares which may be purchased is a total of 6,659,719ordinary shares (being 10% of the issued ordinary share capital); (ii) the maximum price which may be paid for each share is an amount equal to105% of the average of the middle market quotations for the shares of theCompany as derived from the Daily Official List of the London Stock Exchange plcfor five business days immediately preceding the day on which such share iscontracted to be purchased; (iii) the minimum price at which shares may be purchased is the higher of thepar value of such ordinary shares or the price equal to 10% below the aforesaidaverage; and (iv) the authority to purchase conferred by this resolution shall expire at theconclusion of the next Annual General Meeting of the Company (or any adjournmentthereof) or 10 August 2007, whichever is the earlier, provided that any contractfor the purchase of any shares as aforesaid which was completed before theexpiry of the said authority may be executed wholly or partly after the saidauthority expires. 10. THAT the draft Articles of Association produced to the Meeting andinitialled by the Chairman for the purposes of identification be and are herebyapproved and adopted as the Articles of Association of the Company insubstitution for and to the exclusion of the existing Articles of Association. 11. THAT conditional upon admission to the Official List of the UK ListingAuthority and to trading on the London Stock Exchange plc's market for listedsecurities occurring by 8.00 a.m. on 11 May 2006, (or such other time and/ordate as the Directors of the Company may in their absolute discretiondetermine): (i) each of the Company's issued and unissued existing ordinary shares of 5pence each be subdivided into two new ordinary shares of 2 1/2 pence each; and (ii) Article 3 of the Articles of Association of the Company be amended bydeleting the words "101,000,000 ordinary shares of 5p each" and replacing themwith the words "202,000,000 Ordinary Shares of 2 1/2 pence each". 12. THAT, following the passing of the Resolution 11 above and the conditionstated therein being duly satisfied, the market purchase authorities relating tothe Company's ordinary share capital granted pursuant to the Resolution 9 abovebe amended, such that the maximum number of shares that may be purchased by theCompany pursuant to the Resolution 9(i) above be increased from 6,659,719ordinary shares to 13,319,438 ordinary shares and the par value expressed in theResolution 9(iii) above be construed as a reference to a par value of 2 1/2pence. This information is provided by RNS The company news service from the London Stock Exchange