TIDMUU.
RNS Number : 8497G
United Utilities Group PLC
21 July 2023
UNITED UTILITIES GROUP PLC
RESOLUTIONS PASSED
21 JULY 2023
At the annual general meeting held on 21 July 2023, at The Food
Hall Building, Lingley Mere Business Park, Lingley Green Avenue,
Great Sankey, Warrington, WA5 3LP the following resolutions were
duly passed. Resolutions 16 to 19 were passed as special
resolutions and 1 to 15 and 20 as ordinary resolutions.
Resolution 16: general power to disapply statutory pre-emption
rights
That if resolution 15 is passed, the board be authorised to
allot equity securities (as defined in the Companies Act 2006) for
cash under the authority given by that resolution and/or to sell
ordinary shares held by the company as treasury shares for cash as
if section 561 of the Companies Act 2006 did not apply to any such
allotment or sale, such authority to be limited:
(A) to the allotment of equity securities and sale of treasury
shares for cash in connection with an offer of, or invitation to
apply for, equity securities (but in the case of the authority
granted under paragraph (B) of resolution 15, by way of a rights
issue only);
(i) to ordinary shareholders in proportion (as nearly as may be
practicable) to their existing holdings; and
(ii) to holders of other equity securities as required by the
rights of those securities or as the board otherwise considers
necessary,
and so that the board may impose any limits or restrictions and
make any arrangements which it considers necessary or appropriate
to deal with treasury shares, fractional entitlements, record
dates, legal, regulatory or practical problems in, or under the
laws of, any territory or any other matter; and
(B) to the allotment of equity securities or sale of treasury
shares (otherwise than under paragraph (A) above) up to a nominal
amount of GBP3,409,442; and
(C) to the allotment of equity securities or sale of treasury
shares (otherwise than under paragraph (A) or paragraph (B) above)
up to a nominal amount equal to 20 per cent of any allotment of
equity securities or sale of treasury shares from time to time
under paragraph (B) above, such authority to be used only for the
purposes of making a follow-on offer which the board of the company
determines to be of a kind contemplated by paragraph 3 of Section
2B of the Statement of Principles on Disapplying Pre-Emption Rights
most recently published by the Pre-Emption Group prior to the date
of this notice,
such authority to expire at the end of the next AGM of the
company or, if earlier, at the close of business on 1 October 2024
but, in each case, prior to its expiry the company may make offers,
and enter into agreements, which would, or might, require equity
securities to be allotted (and treasury shares to be sold) after
the authority expires and the board may allot equity securities
(and sell treasury shares) under any such offer or agreement as if
the authority had not expired.
Resolution 17: specific power to disapply pre-emption rights in
connection with an acquisition or specified capital investment
That if resolution 15 is passed, the board be authorised in
addition to any authority granted under resolution 16 to allot
equity securities (as defined in the Companies Act 2006) for cash
under the authority given by that resolution and/or to sell
ordinary shares held by the company as treasury shares for cash as
if section 561 of the Companies Act 2006 did not apply to any such
allotment or sale, such authority to be:
(A) limited to the allotment of equity securities or sale of
treasury shares up to a nominal amount of GBP3,409,442 such
authority to be used only for the purposes of financing (or
refinancing, if the authority is to be used within 12 months after
the original transaction) a transaction which the board of the
company determines to be either an acquisition or a specified
capital investment of a kind contemplated by the Statement of
Principles on Disapplying Pre-Emption Rights most recently
published by the Pre-Emption Group prior to the date of this
notice; and
(B) limited to the allotment of equity securities or sale of
treasury shares (otherwise than under paragraph (A) above) up to a
nominal amount equal to 20 per cent of any allotment of equity
securities or sale of treasury shares from time to time under
paragraph (A) above, such authority to be used only for the
purposes of making a follow-on offer which the board of the company
determines to be of a kind contemplated by paragraph 3 of Section
2B of the Statement of Principles on Disapplying Pre-Emption Rights
most recently published by the Pre-Emption Group prior to the date
of this notice,
such authority to expire at the end of the next AGM of the
company or, if earlier, at the close of business on 1 October 2024
but, in each case, prior to its expiry the company may make offers,
and enter into agreements, which would, or might, require equity
securities to be allotted (and treasury shares to be sold) after
the authority expires and the board may allot equity securities
(and sell treasury shares) under any such offer or agreement as if
the authority had not expired.
Resolution 18: authorising the company to make market purchases
of its own shares
That the company be generally and unconditionally authorised for
the purposes of section 701 of the Companies Act 2006 (the Act) to
make one or more market purchases (as defined in section 693(4) of
the Act) of its ordinary shares of five pence each, such power to
be limited:
(A) to a maximum aggregate number of 68,188,841 ordinary shares
of five pence each; and
(B) by the condition that the minimum price which may be paid
for an ordinary share is the nominal amount of that share and the
maximum price which may be paid for an ordinary share is the higher
of:
(i) an amount equal to 5 per cent above the middle market value
of an ordinary share (as derived from the London Stock Exchange
plc's Daily Official List) for the five business days immediately
preceding the day on which that ordinary share is contracted to be
purchased; and
(ii) the higher of (i) the price of the last independent trade
of an ordinary share; and (ii) the highest current independent bid
for an ordinary share on the trading venues where the purchase is
carried out,
in each case, exclusive of expenses, such power to apply until
the end of the next AGM of the company or, if earlier, at the close
of business on 1 October 2024. The company may enter into a
contract to purchase ordinary shares which will or may be completed
or executed wholly or partly after the power ends and the company
may purchase ordinary shares pursuant to any such contract as if
the power had not ended.
Resolution 19: notice of general meeting
That a general meeting other than an annual general meeting may
be called on not less than
14 clear days' notice.
Resolution 20: authorising political donations and political
expenditure
That, in accordance with Part 14 of the Companies Act 2006 (the
Act), the company and each company which is or becomes a subsidiary
of the company at any time during the period for which this
resolution has effect, be and are hereby authorised:
(A) to make political donations to political parties and/or
independent election candidates;
(B) to make political donations to political organisations other
than political parties; and
(C) to incur political expenditure;
in each case during the period beginning with the date of the
passing of this resolution and ending on the conclusion of the next
AGM or, if earlier, at the close of business on 1 October 2024. In
any event, the aggregate amount of political donations and
political expenditure made or incurred by the company and its
subsidiaries pursuant to this resolution shall not exceed
GBP50,000.
For the purposes of this resolution the terms 'political
donations', 'independent election candidates', 'political
organisations', 'political expenditure' and 'political parties'
have the meanings set out in sections 363 to 365 of the Act.
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END
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