UU. United Utilities Group Plc

 
TIDMUU. 
 
UNITED UTILITIES GROUP PLC 
 
                              RESOLUTIONS PASSED 
 
                                 26 JULY 2013 
 
At the annual general meeting held on 26 July 2013, at the Midland Hotel, 
Manchester the following resolutions were duly passed. Resolutions 13, 16 and 
18 were passed as ordinary resolutions and resolutions 14, 15 and 17 as special 
resolutions. 
 
13. AUTHORITY TO ALLOT SHARES 
 
That the board be generally and unconditionally authorised to allot ordinary 
shares pursuant to section 551 of the Companies Act 2006 (the Act) in the 
company and to grant rights to subscribe for or convert any security into 
ordinary shares in the company: 
 
(A) up to an aggregate nominal amount of GBP11,364,806 (such amount to be reduced 
by the aggregate nominal amount allotted or granted under paragraph (B) below 
in excess of such sum); and 
 
(B) comprising equity securities (as defined in section 560(1) of the Act) up 
to an aggregate nominal amount of GBP22,729,613 (such amount to be reduced by any 
allotments or grants made under paragraph (A) above) in connection with an 
offer by way of a rights issue: 
 
(i) to ordinary shareholders in proportion (as nearly as may be practicable) to 
their existing holdings; and (ii) to holders of other equity securities as 
required by the rights of those securities or as the board otherwise considers 
necessary; 
 
and so that the board may impose any limits or restrictions and make any 
arrangements which it considers 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 any other matter, 
 
such authorities to apply until the end of the 2014 annual general meeting of 
the company. During this period the company may make offers and enter into 
agreements which would, or might, require shares to be allotted or rights to 
subscribe for or convert securities into shares to be granted after the 
authority ends and the board may allot shares or grant rights to subscribe for 
or convert securities into shares under any such offer or agreement as if the 
authority had not ended. All authorities vested in the board on the date of the 
notice of this meeting to allot shares or grant rights that remain unexercised 
at the commencement of this meeting are revoked. 
 
14. DISAPPLICATION OF STATUTORY PRE-EMPTION RIGHTS 
 
That the board be given power to allot equity securities (as defined in the 
Companies Act 2006 (the Act)) for cash under the authority given by that 
resolution and/or to sell ordinary shares of 5 pence each held by the company 
as treasury shares for cash as if section 561 of the Act did not apply to any 
such allotment or sale, such power to be limited: 
 
(A) to the allotment of equity securities and sale of treasury shares for cash 
in connection with an offer of, or invitation to apply for, equity securities 
(but in the case of the authority granted under paragraph (B) of resolution 13, 
by way of a rights issue only): 
 
(i) to ordinary shareholders in proportion (as nearly as may be practicable) to 
their existing holdings; and 
 
(ii) to holders of other equity securities, as required by the rights of those 
securities or, as the board otherwise considers necessary, 
 
and so that the board may impose any limits or restrictions and make any 
arrangements which it considers 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 any other matter; and 
 
(B) in the case of the authority granted under paragraph (A) of resolution 13 
and/or in the case of any sale of treasury shares for cash, to the allotment 
(otherwise than under paragraph (A) above) of equity securities or sale of 
treasury shares up to an aggregate nominal amount of GBP1,704,721, such power to 
apply until the end of the 2014 annual general meeting of the company. 
During this period the company may make offers and enter into agreements which 
would, or might, require equity securities to be allotted (and treasury shares 
to be sold) after the power ends and the board may allot equity securities 
and sell treasury shares) under any such offer or agreement as if the power 
had not ended. 
 
15. MARKET PURCHASE OF ITS OWN SHARES BY THE COMPANY 
 
That the company be generally and unconditionally authorised for the purposes 
of section 701 of the Companies Act 2006 (the Act) to make one or more market 
purchases (as defined in section 693(4) of the Act) of its ordinary shares of 5 
pence each, such power to be limited: 
 
(A) to a maximum aggregate number of 68,188,841 ordinary shares; 
 
(B) by the condition that the minimum price which may be paid for an ordinary 
share is the nominal amount of that share and the maximum price which may be 
paid for an ordinary share is the higher of: 
 
(i) an amount equal to 5 per cent above the average market value of an ordinary 
share for the five business days immediately preceding the day on which that 
ordinary share is contracted to be purchased; and 
 
(ii) the higher of the price of the last independent trade and the highest 
current independent bid on the trading venues where the purchase is carried 
out, 
 
in each case, exclusive of expenses; 
 
such power to apply until the end of the 2014 annual general meeting of the 
company. The company may enter into a contract to purchase ordinary shares 
which will or may be completed or executed wholly or partly after the power 
ends and the company may purchase ordinary shares pursuant to any such contract 
as if the power had not ended. 
 
16. APPROVAL OF THE UNITED UTILITIES GROUP PLC LONG TERM PLAN 2013 
 
That the rules of the United Utilities Group PLC long term plan 2013 (2013 
LTP), described in the circular of which the notice containing this resolution 
forms a part and produced in draft to the meeting and, for the purposes of 
identification initialled by the Chairman of the meeting, be and are hereby 
approved and adopted and that the directors be and are hereby authorised to 
make such modifications to the 2013 LTP as they may consider appropriate and to 
do all such other acts and things as they may consider appropriate to implement 
the 2013 LTP. 
 
17. NOTICE OF GENERAL MEETING 
 
That a general meeting other than an annual general meeting may be called on 
not less than 14 clear days' notice. 
 
18. AUTHORISATION OF POLITICAL DONATIONS AND POLITICAL EXPENDITURE 
 
That, in accordance with Part 14 of the Companies Act 2006 (the Act), the 
company and each company which is or becomes a subsidiary of the company at any 
time during the period for which this resolution has effect be and are hereby 
authorised: 
 
(A) to make political donations to political parties and/or independent 
election candidates to which Part 14 of the Act applies; 
 
(B) to make political donations to political organisations other than political 
parties; and 
 
(C) to incur political expenditure; 
 
in each case during the period beginning with the date of the passing of this 
resolution and ending on the conclusion of the 2014 annual general meeting of 
the company. In any event, the aggregate amount of political donations and 
political expenditure made or incurred by the company and its subsidiaries 
pursuant to this resolution shall not exceed GBP100,000. 
 
 
 
United Utilities Group's ordinary shares trade on the London Stock Exchange and 
 its ADRs, each equal to two ordinary shares, trade over the counter under the 
                            Trading Symbol "UUGRY". 
 
 
 
END 
 

United Utilities (LSE:UU.)
Historical Stock Chart
From Sep 2024 to Oct 2024

United Utilities (LSE:UU.)
Historical Stock Chart
From Oct 2023 to Oct 2024