Result of AGM

Balfour Beatty PLC 15 May 2003 AGM Poll Results At the Company's Annual General Meeting held on 15 May 2003, a poll was demanded on each of the resolutions put before the meeting. The results of the polls, as reported by Computershare Investor Services PLC, were as follows: Resolution 1 (Adoption of 2002 Report and Accounts) THAT the Directors' Report and the Accounts for the year ended 31 December 2002 are received and adopted. Votes for: 265,357,053 Votes against: 77,993 Resolution 2 (Approval of Remuneration Report) THAT the Directors' Remuneration Report for the year ended 31 December 2002 is approved. Votes for: 221,191,610 Votes against: 36,288,573 Resolution 3 (Declaration of final dividend) THAT the final dividend of 3.05p, net, per Ordinary Share recommended by the Directors is declared payable on 1 July 2003 to Ordinary Shareholders on the Register of Members at the close of business on 2 May 2003. Votes for: 268,657,971 Votes against: 6,333 Resolution 4 (Re-election of Mr M K Eckersall) THAT Mr M K Eckersall, who retires under Article 96 of the Articles of Association of the Company and, being eligible, offers himself for re-election, is re-elected a Director of the Company. Votes for: 266,615,908 Votes against: 2,046,335 Resolution 5 (Re-election of Mr I P Tyler) THAT Mr I P Tyler, who retires under Article 96 of the Articles of Association of the Company and, being eligible, offers himself for re-election, is re-elected a Director of the Company. Votes for: 266,623,195 Votes against: 2,039,048 Resolution 6 (Re-election of Mr P J L Zinkin) THAT Mr P J L Zinkin, who retires under Article 96 of the Articles of Association of the Company and, being eligible, offers himself for re-election, is re-elected a Director of the Company. Votes for: 189,503,824 Votes against: 38,807,991 Resolution 7 (Election of Mr R Delbridge) THAT Mr R Delbridge, who retires under Article 102 of the Articles of Association of the Company and, being eligible, offers himself for election, is elected a Director of the Company. Votes for: 266,616,521 Votes against: 2,046,041 Resolution 8 (Election of Mr A L P Rabin) THAT Mr A L P Rabin, who retires under Article 102 of the Articles of Association of the Company and, being eligible, offers himself for election, is elected a Director of the Company. Votes for: 266,623,191 Votes against: 2,039,371 Resolution 9 (Election of Mr A J Wivell) THAT Mr A J Wivell, who retires under Article 102 of the Articles of Association of the Company and, being eligible, offers himself for election, is elected a Director of the Company. Votes for: 260,391,360 Votes against: 2,197,784 Resolution 10 (Election of Sir David Wright) THAT Sir David Wright, who retires under Article 102 of the Articles of Association of the Company and, being eligible, offers himself for election, is elected a Director of the Company. Votes for: 266,335,801 Votes against: 2,326,442 Resolution 11 (Re-appointment of auditors) THAT Deloitte & Touche be re-appointed Auditors of the Company from the end of this Annual General Meeting until the conclusion of the General Meeting at which the next Directors' Report and Accounts are laid. Votes for: 264,216,145 Votes against: 4,118,298 Resolution 12 (Authority to allot unissued shares) THAT the Directors be authorised in the terms of paragraph (B)(i) of Article 11 of the Company's Articles of Association to allot relevant securities for the period beginning on 15 May 2003 and ending at the conclusion of the Company's Annual General Meeting to be held in 2008, or, if earlier, on 15 May 2008 and for such period the Section 80 Amount (as defined in paragraph (B)(iii) of that Article) shall be £69,247,099, such authority to replace the authority to allot relevant securities granted by Resolution 8 passed at the Annual General Meeting of the Company held on 16 May 2002. Votes for: 268,503,529 Votes against: 160,593 Resolution 13 (Authority to allot shares for cash) THAT, subject to and conditional upon the passing of Resolution 12 set out in this Notice of Annual General Meeting dated 8 April 2003, the Directors be empowered in the terms of paragraph (B)(ii) of Article 11 of the Company's Articles of Association to allot equity securities pursuant to the authority granted by that Resolution wholly for cash for the period beginning on 15 May 2003 and ending at the conclusion of the Company's Annual General Meeting to be held in 2004 or, if earlier, on 15 August 2004 and for such period the Section 89 Amount (as defined in paragraph (B)(iii) of that Article) shall be £10,387,064. Votes for: 268,285,015 Votes against: 380,128 Resolution 14 (Authority to purchase Ordinary and Preference Shares) THAT, pursuant to Article 7 of the Company's Articles of Association and subject to and conditional upon the passing of the Extraordinary Resolution set out in the Notice dated 8 April 2003 convening a Separate Class Meeting of the holders of the Cumulative Convertible Redeemable Preference Shares of 1p each in the Company (the 'Convertible Preference Shares'), the Company be and is hereby generally and unconditionally authorised for the purpose of Section 166 of the Companies Act 1985 to make one or more market purchases (within the meaning of Section 163(3) of that Act) of ordinary shares of 50p each in the Company (the ' Ordinary Shares') and/or Convertible Preference Shares in the Company on the following terms: (a) the maximum number of ordinary shares hereby authorised to be purchased is 41,550,750 and the maximum number of Convertible Preference Shares hereby authorised to be purchased is 22,448,679; (b) the maximum price (exclusive of expenses) which may be paid for a share shall be not more than 5% above the average of the market value of a share of the same class for the five business days immediately preceding the date on which such share is contracted to be purchased; (c) the minimum price (exclusive of expenses) which may be paid for a share is its nominal value; (d) unless previously varied, revoked or renewed, the authority hereby conferred shall expire at the conclusion of the Annual General Meeting of the Company to be held in 2004 or on 15 November 2004, whichever shall be the earlier; and, (e) the Company may make a contract or contracts to purchase shares under the authority hereby conferred prior to the expiry of such authority which will or may be executed wholly or partly after the expiry of such authority and may purchase shares in pursuance of any such contract or contracts. Votes for: 268,584,391 Votes against: 79,752 Resolution 15 (Authority to make EU political donations) THAT the Company be authorised to make donations to EU political organisations and to incur EU political expenditure, not exceeding £25,000 in total in each year during the period of four years beginning with the date of the 2003 Annual General Meeting. Votes for: 242,422,032 Votes against: 1,641,623 Resolution 16 (Amendments to the Articles of Association) THAT the Articles of Association of the Company be amended as set out in the Appendix to this Notice of Annual General Meeting. Votes for: 268,580,458 Votes against: 80,731 Accordingly, Resolutions 1 to 12 (inclusive) and Resolution 15 were passed as Ordinary Resolutions, and Resolutions 13, 14 and 16 were passed as Special Resolutions. 15 May 2003 This information is provided by RNS The company news service from the London Stock Exchange
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