REG - United Utilities Grp - Resolutions passed at AGM

United UtilitiesAnnouncement

21/07/2023 15:30

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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
£3,409,442; 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 £3,409,442 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 £50,000.

 

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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