TIDMUU.
RNS Number : 0391F
United Utilities Group PLC
22 July 2016
UNITED UTILITIES GROUP PLC
RESOLUTIONS PASSED
22 JULY 2016
At the annual general meeting held on 22 July 2016, at the Lowry
Hotel, Manchester the following resolutions were duly passed.
Resolutions 13, and 17 were passed as ordinary resolutions and
resolutions 14, 15 and 16 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 2017 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, if resolution 13 is passed, 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 2017 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 2017 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. NOTICE OF GENERAL MEETING
That a general meeting other than an annual general meeting may
be called on not less than 14 working days' notice.
17. 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 2017
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 GBP50,000.
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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".
This information is provided by RNS
The company news service from the London Stock Exchange
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