TIDMMSLH
RNS Number : 8250N
Marshalls PLC
20 May 2015
LR 9.6.3, 9.6.18
Marshalls plc announces that all resolutions contained in the
Notice of Meeting dated 9 April 2015 previously circulated to
shareholders were passed on a poll at the Annual General Meeting of
the Company held on Wednesday 20 May 2015 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 the Directors be authorised to establish
13 the Marshalls Bonus Share Plan ("BSP") and to
do all such acts and things as may be necessary
or expedient to give effect to the BSP.
Resolution That the Directors be authorised to establish
14 the Marshalls 2015 Sharesave Plan and to do all
such acts and things as may be necessary or expedient
to give effect to the Sharesave Plan as a tax-advantaged
plan under Schedule 3 to the Income Tax (Earnings
& Pensions) Act 2003 ("ITEPA").
Resolution That the Directors be authorised to renew the
15 Marshalls Employee Share Incentive Plan ("SIP")
and to do all such acts and things as may be necessary
or expedient for the purpose of extending the
SIP for a further period of 10 years and implementing
and giving effect to amendments to update the
rules of the SIP, including in such manner as
may be necessary to ensure that they meet the
requirements for SIP schemes as set out in Schedule
2 to ITEPA.
Resolution That a general meeting, other than an Annual General
16 Meeting, may be called on not less than 14 clear
days' notice.
Resolution That the Directors be and are hereby generally
17 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 2016 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 17,
18 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 17 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 17 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 18) to any person or persons
up to an aggregate nominal amount of GBP2,492,234
(representing no more than 5% of issued ordinary
share capital at the date of this Notice of AGM);
and such power shall expire at the conclusion
of the 2016 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 unconditionally
19 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 2016 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 2014 together with the
Auditor's Report 145,132,515 5,370 112,254
Resolution 2
To appoint Deloitte LLP as Auditors
to the Company 145,140,882 67,377 41,964
Resolution 3
To authorise the Directors to determine
the remuneration of the Auditors of
the Company 145,094,598 126,140 29,485
Resolution 4
To declare a final dividend for the
year ended 31 December 2014 of 4.00
pence per ordinary share in the Company 145,245,241 1,350 3,632
Resolution 5
To re-elect Andrew Allner as a Director 139,312,964 63,545 5,873,714
Resolution 6
To re-elect Martyn Coffey as a Director 145,200,297 13,459 36,377
Resolution 7
To re-elect Alan Coppin as a Director 145,182,396 30,461 37,366
Resolution 8
To re-elect Mark Edwards as a Director 145,187,603 26,201 36,419
Resolution 9
To re-elect Tim Pile as a Director 145,185,800 25,565 38,858
Resolution 10
To elect Jack Clarke as a Director 145,202,953 10,893 36,377
Resolution 11
To elect Janet Ashdown as a Director 145,180,223 23,847 46,153
Resolution 12
To approve the Directors' Remuneration
Report, excluding the Directors' Remuneration
Policy, for the year ended 31 December
2014 138,048,276 773,621 6,428,326
Resolution 13
To authorise the Directors to establish
the Marshalls Bonus Share Plan 144,287,439 415,793 537,375
Resolution 14
To authorise the Directors to establish
the Marshalls 2015 Sharesave Plan 144,650,936 558,207 41,080
Resolution 15
To authorise the Directors to renew
the Marshalls Employee Share Incentive
Plan 144,839,289 364,668 46,266
Resolution 16
To authorise that a general meeting
other than an annual general meeting
may be called on no less than 14 clear
days' notice 133,187,241 12,021,633 12,780
Resolution 17
To renew the Directors' general authority
to allot relevant securities 144,753,334 439,483 55,630
Resolution 18
To renew the power of the Directors
to allot equity securities for cash
without first offering them to shareholders
pro rata to their holdings 144,974,690 178,524 70,909
Resolution 19
To grant authority to the Company to
make market purchases of its own ordinary
shares 145,059,271 172,592 18,360
20 May 2015
Enquiries:
Cathy Baxandall
Company Secretary
Tel: 01422 314777
This information is provided by RNS
The company news service from the London Stock Exchange
END
AGMBSGDUSXDBGUG
Marshalls (LSE:MSLH)
Historical Stock Chart
From Mar 2024 to Apr 2024
Marshalls (LSE:MSLH)
Historical Stock Chart
From Apr 2023 to Apr 2024
