TIDMSAN TIDM83WK
RNS Number : 6077X
Santander UK Plc
23 February 2017
SANTANDER UK plc
(the "Company")
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the 2017 Annual General Meeting of
the Company will be held at 2 Triton Square, Regent's Place,
London, NW1 3AN on 31 March 2017 at 2.00 p.m. to consider and, if
thought fit, to pass the resolutions set out below:
Ordinary Resolutions
1. To receive the Report of the Directors and the audited
accounts for the year ended 31 December 2016.
2. To approve the Directors' Remuneration Report for the year ended 31 December 2016.
3. To re-appoint PricewaterhouseCoopers LLP as auditors of the Company.
4. To authorise the Directors to determine the auditors remuneration.
5. THAT in accordance with sections 366 and 367 of the Companies
Act 2006, the Company and all companies that are subsidiaries of
the Company at the time at which this resolution is passed or at
any time during the period for which this resolution has effect,
are authorised to:
(a) make political donations to political parties or independent
election candidates in aggregate not exceeding GBP150,000;
(b) make political donations to political organisations other
than political parties in aggregate not exceeding GBP150,000;
and
(c) incur political expenditure in aggregate not exceeding GBP150,000,
during the period beginning with the date of the passing of this
resolution and ending on the conclusion of the next Annual General
Meeting of the Company. For the purpose of this resolution, the
terms "political donation" and "political expenditure" have the
meanings as set out in sections 363 to 365 of the Companies Act
2006.
Special Resolutions
6. THAT the Company be authorised, without conditions, to buy
back its own 85/8% preference shares. The following terms
apply:
(a) The Company may buy back up to 125,000,000 85/8% preference shares;
(b) The lowest price which the Company can pay for 85/8%
preference shares is 75% of the average of the market values of the
preference shares for five business days before the purchase is
made; and
(c) The highest price (not including expenses) which the Company
can pay for each 85/8% preference share is 125% of the average of
the market values of the preference shares for five business days
before the purchase is made.
This authority shall begin on the date of the passing of this
resolution and end on the conclusion of the next Annual General
Meeting of the Company. The Company may agree, before this
authorisation ends, to buy back its own 85/8% preference shares
even though the purchase may be completed after this authorisation
ends.
7. THAT the Company be authorised, without conditions, to buy
back its own 103/8% preference shares. The following terms
apply:
(a) The Company may buy up to 200,000,000 103/8% preference shares;
(b) The lowest price which the Company can pay for 103/8%
preference shares is 75% of the average of the market values of the
preference shares for five business days before the purchase is
made; and
(c) The highest price (not including expenses) which the Company
can pay for each 103/8% preference share is 125% of the average of
the market values of the preference shares for five business days
before the purchase is made.
This authority shall begin on the date of the passing of this
resolution and end on the conclusion of the next Annual General
Meeting of the Company. The Company may agree, before this
authorisation ends, to buy back its own 103/8% preference shares
even though the purchase may be completed after this authorisation
ends.
8. THAT the Company be authorised, without conditions, to buy
back its own Series A Fixed/Floating Rate Non-Cumulative Callable
Preference Shares. The following terms apply:
(a) The Company may buy up to 13,780 Series A Fixed/Floating
Rate Non-Cumulative Callable Preference Shares;
(b) The lowest price which the Company can pay for Series A
Fixed/Floating Rate Non-Cumulative Callable Preference Shares is
75% of the average of the market values of the preference shares
for five business days before the purchase is made; and
(c) The highest price (not including expenses) which the Company
can pay for each Series A Fixed/Floating Rate Non-Cumulative
Callable Preference Shares is 125% of the average of the market
values of the preference shares for five business days before the
purchase is made.
This authority shall begin on the date of the passing of this
resolution and end on the conclusion of the next Annual General
Meeting of the Company. The Company may agree, before this
authorisation ends, to buy back its own Series A Fixed/Floating
Rate Non-Cumulative Callable Preference Shares even though the
purchase may be completed after this authorisation ends.
Date: 22 February 2017
By Order of the Board
______________________
Marc Boston
Company Secretary
Registered Office:
2 Triton Square
Regent's Place
London
NW1 3AN
Registered in England and Wales No. 2294747
Notes:
A member entitled to attend and vote at the meeting is entitled
to appoint one or more proxies to attend and vote on his or her
behalf. A proxy need not also be a member. A member may appoint
more than one proxy in relation to the meeting provided that each
proxy is appointed to exercise the rights to a different share or
shares held by the member.
To be effective the proxy appointment must be completed in
accordance with the instructions and received by the Company no
later than 48 hours before the time for which the meeting is
convened.
Holders of the Company's preference shares have no entitlement
to receive notice of, attend or vote at the meeting.
NOTES TO RESOLUTIONS
Resolution 1
To formally receive the Report of the Directors and the audited
accounts for the year ended 31 December 2016.
Resolution 2
To formally approve the Directors' Remuneration Report for the
year ended 31 December 2016.
Resolution 3
To formally appoint the PricewaterhouseCoopers LLP as auditors
of the Company to hold office with effect from the end of the
meeting.
Resolution 4
To formally authorise the Directors to determine the auditors
remuneration.
Resolution 5
The UK Companies Act 2006 states that UK Companies cannot incur
any 'political expenditure' or make any 'political donations' to
political organisations, parties or independent election candidates
without shareholder approval. The legislation is very broadly
drafted and there is a concern amongst many companies, including
amongst the Company's peer group, that normal business activities
may be caught by it. For example, it could catch the funding of
seminars and other functions that politicians may be invited to,
supporting organisations that are involved in policy review and law
reform and perhaps even matching employees' donations to some
charities.
Our policy is not to make donations to political parties or
election candidates and the resolution is not designed to allow us
to do so, it is merely as a precaution in case the legislation is
inadvertently contravened. It is also implicit within our Corporate
Governance Framework that political donations require Shareholder
approval and we are not aware of any instances occurring to date
that would require such an approval (and do not expect there to be
any).
Resolution 6
To give the Company authority to buy back its 85/8% preference
shares.
Resolution 7
To give the Company authority to buy back its 103/8% preference
shares.
Resolution 8
To give the Company authority to buy back its Series A
Fixed/Floating Rate Non-Cumulative Callable Preference Shares.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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