Information  X 
Enter a valid email address

Taylor Nelson Sofres (TNS)

  Print      Mail a friend       Annual reports

Wednesday 11 May, 2005

Taylor Nelson Sofres

AGM Resolutions

Taylor Nelson Sofres PLC
11 May 2005






                          COMPANIES ACT 1985 TO 1989

                           COMPANY LIMITED BY SHARES

                    RESOLUTIONS of TAYLOR NELSON SOFRES plc

                  REGISTERED NO. 912624 PASSED ON 11 MAY 2005



At the annual general meeting of the company duly convened and held on 11 May
2005 the following resolutions were duly passed in respect to the special
business conducted at the meeting.

Ordinary Resolutions

9.         To consider and, if thought fit, to pass the following as an ordinary
resolution:

            That the authorised share capital of the company be increased from
£25,500,000 to £30,000,000 by the creation of 90,000,000 additional ordinary
shares of 5 pence each ranking equally in all respects with the existing
ordinary shares in the company.

10.        To consider and, if thought fit, to pass the following as an ordinary
resolution:



            a.         That in addition to all existing authorities the
directors be generally and unconditionally authorised pursuant to section 80 of
the Companies Act 1985 to:

            (i)         allot relevant securities (within the meaning of section
80) up to an aggregate nominal amount of £7,455,003 if resolution numbered 9 in
the notice of the meeting is passed or £3,135,000 if resolution numbered 9 in
the notice of the meeting is not passed, for a period expiring (unless
previously renewed, varied or revoked by the company in general meeting) at the
end of the next annual general meeting of the company after the date on which
this resolution is passed; and

(ii)        make an offer or agreement which would or might require relevant
securities to be allotted after expiry of this authority and the directors may
allot relevant securities in pursuance of that offer or agreement as if this
authority had not expired;

b.         That, subject to paragraph (c), the authority given to the directors
pursuant to section 80 by way of the ordinary resolution of the company passed
on 12 May 2004 be revoked by this resolution; and

c.         That paragraph (b) shall be without prejudice to the continuing
authority of the directors to allot relevant securities pursuant to an offer or
agreement made by the company before the expiry of the authority pursuant to
which such offer or agreement was made.




13.        To consider and, if thought fit, to pass the following as an ordinary
resolution:

a.         That the Taylor Nelson Sofres plc 2005 Long-Term Incentive Plan (the
Plan), the principal terms of which are summarised in Appendix 1 to the
Chairman's letter to shareholders enclosed with this notice be approved and the
directors be authorised to:

b.         make such modifications to the Plan as they may consider appropriate
to take account of the requirements of the UK Listing Authority and best
practice and to adopt the Plan and to do all such acts and things as they may
consider appropriate to implement the Plan; and

c.         establish further plans based on the Plan but modified to take
account of local tax, exchange control, or securities laws in overseas
territories, provided that any shares made available under such further plans
are treated as counting against the limits on individual or overall
participation in the Plan.

Special Resolutions



11.        To consider and, if thought fit, to pass the following as a special
resolution:



            That subject to the passing of resolution numbered 10 in the notice
of the meeting and in place of the power given to it pursuant to the special
resolution of the company passed on 12 May 2004 the directors be generally
empowered pursuant to section 95 of the Companies Act 1985 (the Act) to allot
equity securities (within the meaning of section 94(2) to section 94(3A) of the
Act) for cash, pursuant to the authority conferred by the resolution numbered 10
in the notice of the meeting as if section 89(1) of the Act did not apply to the
allotment.  This power:

a.         expires at the end of the next annual general meeting of the company
after the date on which this resolution is passed, but the company may make an
offer or agreement which would or might require equity securities to be allotted
after expiry of this power and the directors may allot equity securities in
pursuance of that offer or agreement as if this power had not expired; and

b.         shall be limited to:

(i)         the allotment of equity securities in connection with an issue in
favour of holders of ordinary shares in the capital of the company in proportion
(as nearly as may be) to their existing holdings of ordinary shares, but subject
to such exclusions or other arrangements as the directors deem necessary or
expedient in relation to fractional entitlements or any legal or practical
problems under the laws of any territory, or the requirements of a regulatory
body or stock exchange; and

(ii)        the allotment of equity securities for cash otherwise than pursuant
to paragraph (i) up to an aggregate nominal amount equal to £1,118,250.

            This power applies in relation to a sale of shares which is an
allotment of equity securities by virtue of section 94(3A) of the Act as if in
the first paragraph of this resolution the words 'pursuant to the authority
conferred by the resolution numbered 10 in the notice of the meeting' were
omitted.



12.        To consider and, if thought fit, to pass the following as a special
resolution:



            That the company be and is hereby generally and unconditionally
authorised for the purposes of section 166 of the Companies Act 1985 (the Act)
to make market purchases (within the meaning of section 163 of the Act) on the
London Stock Exchange of ordinary shares of 5p each in the capital of the
company provided that:



a.         the maximum number of ordinary shares hereby authorised to be
purchased is 22,365,011 representing 5 per cent of the company's issued ordinary
share capital;



b.         the minimum price which may be paid for each ordinary share is 5p;



c.         the maximum price (exclusive of advance corporation tax and expenses)
which may be paid for each ordinary share is an amount equal to 105 per cent of
the average of the middle market quotations for such shares as derived from the
London Stock Exchange Daily Official List for the five business days immediately
preceding the date of purchase; and



d.         the authority hereby conferred shall expire at the conclusion of the
next annual general meeting of the company after the date on which this
resolution is passed or twelve months from the date of the passing of this
resolution, if earlier, save that the company may before the expiry of this
authority make a contract or contracts to purchase which will or may be executed
wholly or partly after such expiry and may make a purchase of ordinary shares
pursuant to any such contract.









Signed              .............................................

                        Ian Portal, Group Company Secretary

                        Taylor Nelson Sofres plc


                      This information is provided by RNS
            The company news service from the London Stock Exchange