Result of AGM

RNS Number : 6783D

SIG PLC

18 May 2012

 



SIG plc

Results of Annual General Meeting ("AGM")

SIG plc announces that all resolutions contained in the Notice of Meeting dated 16 April 2012 previously circulated to shareholders were duly passed by show of hands at the Annual General Meeting of the Company held on Friday 18 May 2012 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.hemscott/nsm.do.

Resolution 11

THAT the Directors be and they are hereby generally and unconditionally authorised for the purposes of 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 £19,694,311; and

(b)           up to a further aggregate nominal amount of £19,694,311 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 dates 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 dates, 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,

provided that this authority shall expire at the end of the next Annual General Meeting of the Company or, if earlier, on 18 August 2013, save that the Company shall be entitled to make offers or agreements before the expiry of such authority which would or might require shares to be allotted or Rights to be granted after such expiry and the Directors shall be entitled to allot shares and grant Rights pursuant to any such offer or agreement as if this authority had not expired; and all unexercised authorities previously granted to the Directors to allot shares and grant Rights be and are hereby revoked.

Resolution 12

THAT the Directors be and they are hereby empowered pursuant to Sections 570 and 573 of the Companies Act 2006 to allot equity securities (within the meaning of Section 560 of the Companies Act 2006) for cash either pursuant to the authority conferred by Resolution 11 above or by way of a sale of treasury shares as if Section 561(1) of the Companies Act 2006 did not apply to any such allotment provided that this power shall be limited to:

(a)        the allotment of equity securities in connection with an offer of securities (but in the case of the authority granted under paragraph (b) of Resolution 11 by way of rights issue only) in favour of the holders of ordinary shares on the register of members at such record dates 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 dates, 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)        the allotment (otherwise than pursuant to sub-paragraph (a) of this Resolution 12) to any person or persons of equity securities up to an aggregate nominal amount of £2,954,147, and shall expire upon the expiry of the general authority conferred by Resolution 11 above, save that the Company shall be entitled to make offers or agreements before the expiry of such power which would or might require equity securities to be allotted after such expiry and the Directors shall be entitled to allot equity securities pursuant to any such offer or agreement as if the power conferred hereby had not expired.

Resolution 13

That the Company be generally and unconditionally authorised, pursuant to and in accordance with Sections 693 and 701 of the Companies Act 2006, to make market purchases (as defined in Section 693(4) of the Companies Act 2006) of up to 59,082,930 ordinary shares of 10p each in the capital of the Company (being approximately 10% of the issued ordinary share capital of the Company as at 31 March 2012) 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 ordinary share (exclusive of expenses) shall not be more than 5% above the average of the middle market quotations for an ordinary share in the Company as derived from the Daily Official List of The London Stock Exchange plc for the five business days immediately preceding the date on which the contract for the purchase is made;

(b)        the minimum price which may be paid for an ordinary share (exclusive of expenses) is 10p; and

(c)        the authority herein contained shall expire at the conclusion of the 2013 Annual General Meeting of the Company provided that the Company may, before such expiry, make a contract to purchase its ordinary shares which would or might be executed wholly or partly after such expiry, and the Company may make a purchase of its ordinary shares in pursuance of any such contract as if the authority conferred hereby had not expired.

A breakdown of the proxy votes lodged prior to the AGM for each resolution are set out below:-

Resolution	For	%	Against	%	Withheld
1   Report & Accounts	427,891,229	99.96	10,001	0	1,233
2   Directors' Remuneration Report	371,249,003	90.28	39,869,639	9.70	16,835,889
3   Final Dividend	427,875,621	99.96	16,142	0	14,824
4   J E Ashdown	425,949,812	99.51	1,947,317	0.45	4,989
5   M Ewell	425,948,193	99.51	1,950,169	0.46	4,989
6   D G Robertson	426,514,871	99.64	1,380,510	0.32	3,882
7   C J Davies	414,084,198	96.73	13,866,349	3.24	2,382
8   C V Geoghegan	425,945,611	99.51	1,996,836	0.47	2,382
9   J C Nicholls	425,949,843	99.51	1,945,183	0.45	4,237
10  L Van de Walle	424,201,902	99.10	3,722,376	0.87	20,561
11  Auditors	426,816,902	99.71	1,076,879	0.25	837
12  Auditor Remuneration	427,858,176	99.95	38,364	0.01	1,233
13  Allot Relevant Securities	419,318,531	98.45	6,449,151	1.51	2,128,602
14  Allot Equity Securities	427,829,376	99.95	59,362	0.01	8,823
15  Purchase own Shares	427,848,935	99.95	42,099	0.01	8,307

Notes

1.     Any proxy appointments which gave discretion to the Chairman have been included in the "for" total;

2.     A "vote withheld" is not a vote in law and is not counted in the calculation proportion of the votes "for" and "against" a resolution;

3.     The total number of votes cast by proxy:  428,063,115

4.     Issued share capital as at 18 May 2012 is 590,837,435 Ordinary Shares;

5.     All percentages are shown to two decimal places.

Enquiries: Richard Monro, Company Secretary - Telephone [phone]

 

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