TIDMMSLH
RNS Number : 7264Y
Marshalls PLC
19 May 2016
LR 9.6.3, 9.6.18
Marshalls plc announces that all resolutions contained in the
Notice of Meeting dated 7 April 2016 previously circulated to
shareholders were passed on a poll at the Annual General Meeting of
the Company held on Wednesday 18 May 2016 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.morningstar.co.uk.
Resolution That a general meeting, other than
13 an Annual General Meeting, may be
called on not less than 14 clear days'
notice.
Resolution That the Directors be and are hereby
14 generally and unconditionally authorised
in accordance with 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 GBP16,614,896 representing approximately
one-third of the current issued share
capital of the Company; and
(b) up to a further aggregate nominal
amount of GBP16,614,896 representing
approximately one-third of the current
issued share capital of the Company
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 date 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 held, by them on such record
date, 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 authority or stock
exchange or by virtue of shares being
represented by depositary receipts
or any other matter;
provided that such authority shall
expire at the conclusion of the 2017
Annual General Meeting, save that
the Company may, before such expiry,
make an offer or agreement which would
or might require shares to be allotted
or Rights to be granted after such
expiry, and the Directors may allot
shares and grant Rights in pursuance
of such offer or agreement as if the
authority conferred by this Resolution
had not expired.
Resolution That, subject to the passing of Resolution
15 14, the Directors be and are hereby
empowered pursuant to Section 570
and Section 573 of the Companies Act
2006 to allot equity securities (as
defined in Section 560 of the Companies
Act 2006) for cash pursuant to the
general authority conferred by Resolution
14 or by way of a sale of treasury
shares as if Section 561(1) of the
Companies Act 2006 did not apply to
such allotment or sale, provided that
this power shall be limited to allotments
of equity securities and the sale
of treasury shares:
(a) in connection with an offer of
equity securities (but in the case
of the authority granted under paragraph
(b) of Resolution 14 by way of rights
issue only) in favour of the holders
of ordinary shares on the register
of members at such record date(s)
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 date(s), 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) (otherwise than pursuant to paragraph
(i) of this Resolution 15) to any
person or persons up to an aggregate
nominal amount of GBP2,492,234 (representing
no more than 5 per cent of issued
ordinary share capital at the date
of this Notice of Annual General Meeting);
and such power shall expire at the
conclusion of the 2017 Annual General
Meeting of the Company, but so that
the Company may before such expiry
make an offer or agreement which would
or might require equity securities
to be allotted or treasury shares
to be sold after such expiry, and
the Directors may allot equity securities
or sell treasury shares in pursuance
of such offer or agreement as if the
power conferred by this Resolution
had not expired.
Resolution That the Company be generally and
16 unconditionally authorised and in
accordance with Section 701 of the
Companies Act 2006, to make market
purchases (as defined in Section 693(4)
of the Companies Act 2006) on the
London Stock Exchange of up to 29,886,875
ordinary shares of 25 pence each in
the capital of the Company (being
approximately 14.99 per cent of the
current issued ordinary share capital
of the Company) 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 share
(exclusive of expenses) shall not
be more than the higher of (i) 5 per
cent above the average of the middle
market quotation for ordinary shares
in the Company as derived from the
London Stock Exchange Daily Official
List for the 5 business days before
the date on which the share is contracted
to be purchased, and (ii) an amount
equal to the higher of the price of
the last independent trade and the
highest current independent bid for
an ordinary share in the Company as
derived from the London Stock Exchange
Trading System;
(b) the minimum price which may be
paid for an ordinary share (exclusive
of expenses) is 25 pence per ordinary
share; and
(c) the authority herein contained
shall expire at the conclusion of
the 2017 Annual General Meeting of
the Company, provided that the Company
may, before such expiry, make a contract
to purchase its own ordinary shares
which would or might be executed wholly
or partly after such expiry, and the
Company may make a purchase of its
own ordinary shares in pursuance of
such contract as if the authority
hereby conferred had not expired.
The proxy voting results for each resolution (all of which were
passed on a poll) are as follows:
For Against Withheld
Resolution 1
To receive the Report of the
Directors and the Accounts
for the year ended 31 December
2015 together with the Auditor's
Report 150,223,903 8,395 565,831
Resolution 2
To re-appoint Deloitte LLP
as Auditors to the Company 150,736,822 31,907 24,510
Resolution 3
To authorise the Directors
to determine the remuneration
of the Auditors of the Company 150,693,568 45,032 50,425
Resolution 4
To declare a final dividend
for the year ended 31 December
2015 of 4.75 pence per ordinary
share in the Company 150,791,139 3,419 14,083
Resolution 5
To declare a supplementary
dividend of 2.00 pence per
ordinary share in the Company 150,790,150 9,298 9,193
Resolution 6
To re-elect Andrew Allner
as a Director 141,643,942 4,117,431 5,047,268
Resolution 7
To re-elect Janet Ashdown
as a Director 150,721,593 40,834 46,214
Resolution 8
To re-elect Jack Clarke as
a Director 147,500,304 3,272,635 35,702
Resolution 9
To re-elect Martyn Coffey
as a Director 147,513,729 3,268,089 26,563
Resolution 10
To re-elect Mark Edwards as
a Director 150,660,009 186,252 42,075
Resolution 11
To elect Tim Pile as a Director 150,689,523 76,783 42,075
Resolution 12
To approve the Directors'
Remuneration Report, excluding
the Directors' Remuneration
Policy, for the year ended
31 December 2015 146,377,827 2,392,360 2,026,973
Resolution 13
To authorise that a general
meeting other than an annual
general meeting may be called
on no less than 14 clear days'
notice 137,372,272 13,421,651 14,458
Resolution 14
To renew the Directors' general
authority to allot relevant
securities 149,433,989 1,292,823 70,997
Resolution 15
To renew the power of the
Directors to allot equity
securities for cash without
first offering them to shareholders
pro rata to their holdings 150,489,326 208,827 99,656
Resolution 16
To grant authority to the
Company to make market purchases
of its own ordinary shares 148,216,261 2,533,191 58,869
19 May 2016
Enquiries:
Cathy Baxandall
Company Secretary
Tel: 01422 314777
This information is provided by RNS
The company news service from the London Stock Exchange
END
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