9636
RNS Number : 5114G
Trinity Mirror PLC
12 May 2011
 

Trinity Mirror plc

12 May 2011

 

Results of Annual General Meeting

 

At the Annual General Meeting of Trinity Mirror plc (the 'Company') held today at 11.00 am at the Hilton London Canary Wharf, London, E14 9SH, all resolutions were put to the meeting and approved by shareholders on a poll.

 

The total number of votes received for each resolution is set out below. The number of 10p Ordinary Shares in issue on 12 May 2011 was 257,690,520.

 

The number of ordinary shares in issue at 29 March 2011 (the date of the AGM Notice) was 257,690,520. Proxy votes were received in respect of 184,646,623 shares, representing approximately 72% of issued equity as at 29 March 2011.

 

Resolution

Votes

For

%

Votes Against

%

Votes

Withheld

Votes

Total

1

To receive the 2010 report and accounts

184,843,596

99.99

20,858

0.01

16,294

184,864,454

2

To receive and adopt the Remuneration Report

163,961,379

88.99

20,278,488

11.01

641,011

184,239,867

3

To re-elect

Sir Ian Gibson

184,109,873

99.59

749,465

0.41

21,519

184,859,338

4

To re-elect

Sly Bailey

181,228,784

98.04

3,623,087

1.96

29,007

184,851,871

5

To re-elect

Gary Hoffman

183,937,593

99.50

920,624

0.50

22,640

184,858,217

6

To re-elect

Jane Lighting

183,243,169

99.13

1,615,737

0.87

21,971

184,858,906

7

To re-elect

Kathleen O' Donovan

183,247,883

99.13

1,611,403

0.87

21,571

184,859,286

8

To re-elect

Vijay Vaghela

184,113,010

99.60

738,227

0.40

29,641

184,851,237

9

To re-elect

Paul Vickers

183,543,566

99.61

721,074

0.39

616,237

184,264,640

10

To re-elect

Laura Wade-Gery

183,250,408

99.13

1,611,512

0.87

18,957

184,861,920

11

To re-appoint Deloitte LLP as Auditors

173,322,430

98.26

3,073,700

1.74

8,484,727

176,396,130

12

To authorise the Directors to fix the Auditors' remuneration

182,794,094

98.88

2,062,630

1.12

24,153

184,856,724

13

To authorise the Directors to allot shares

182,947,428

99.32

1,250,934

0.68

682,495

184,198,362

14

To authorise the Directors to issue shares for cash*

184,719,903

99.94

105,581

0.06

55,211

184,825,484

15

To authorise the repurchase of shares*

184,801,699

99.96

66,964

0.04

12,194

184,868,663

16

To authorise political donations

172,970,061

98.06

3,413,189

1.94

8,497,628

176,383,250

17

Notice period for general meetings*

169,328,028

91.60

15,529,919

8.40

22,931

184,857,947

 

* Special resolutions requiring a 75% majority

 

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 of the proportion of the votes "for" and "against" a resolution.

 

In accordance with Listing Rule 9.6.2, two copies of the resolutions passed at the meeting, other than resolutions concerning ordinary business, have been submitted to the UK Listing Authority via the National Storage Mechanism and will be available shortly for viewing at http://www.hemscott.com/nsm.do.

 

Resolutions 14, 15, and 17 were proposed as Special resolutions. A copy of the resolutions are listed below and can also be found in the Notice of Meeting available on the Trinity Mirror plc website at http://www.trinitymirror.com/investors/shareholder-meetings/.

 

14        THAT subject to the passing of Resolution 13 above and in substitution for all subsisting authorities to the extent unused, the Directors be and they are hereby generally 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, pursuant to the authority conferred by Resolution 13 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:

 

(i)         shall be limited to the allotment of equity securities in connection with an

offer of equity securities (but in the case of the authority granted under paragraph (ii) of Resolution 13 by way of a rights issue only)

           

(a)   to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and

 

(b)   to holders of other equity securities as required by the rights of those securities or as the Directors otherwise consider necessary

 

and so that the Directors may impose any limits or restrictions and make any arrangements which they consider 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 the requirements of any regulatory body or stock exchange or any other matter (including such problems arising by virtue of equity securities being represented by depositary receipts); and

 

(ii)        in the case of the authority granted under paragraph (i) of Resolution 13 and/or in the case of any sale or transfer of treasury shares which is treated as an allotment of equity securities under section 560(3) of the Companies Act 2006 shall be limited to the allotment (otherwise than under paragraph (i) of this Resolution 14) of equity securities up to an aggregate nominal value of £1,288,452; and

 

shall unless renewed, varied or revoked by the Company in general meeting expire at the conclusion of the next annual general meeting of the Company or, if earlier, at the close of business on 30 June 2012, 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.

 

15        THAT the Company be and is hereby generally and unconditionally authorised, pursuant to and in accordance with section 701 of the Companies 2006 Act, to make market purchases (within the meaning of section 693(4) of the Companies Act 2006) of ordinary shares of 10p each in the capital of the Company ('Ordinary Shares') on such terms and in such manner as the directors of the Company may from time to time determine and in substitution for all existing powers conferred on the directors of the Company provided that:

 

(a)  the maximum number of Ordinary Shares hereby authorised to be purchased is 25,769,052;

 

(b)  the minimum price (exclusive of expenses) which may be paid for each Ordinary Share is 10p;

 

(c)  the maximum price (exclusive of expenses) which may be paid for each Ordinary Share is an amount equal to the higher of

 

(i)         105% of the average of the middle market quotations for an Ordinary Share as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the date on which the Ordinary Share is contracted to be purchased; and

 

(ii)         that stipulated by Article 5(1) of the Buy-Back and Stabilisation Regulation 2003;

 

(d)  the authority hereby conferred by this Resolution shall, unless renewed, varied or revoked by the Company in general meeting prior to such time, expire at the end of the next annual general meeting of the Company after the passing of this Resolution (or, if earlier, 15 months from the date of the passing of this Resolution) but a contract to purchase Ordinary Shares may be made before such expiry which will or may be executed wholly or partly thereafter and a purchase of Ordinary Shares may be made in pursuance of any such contract as if the authority conferred hereby had not expired.

 

17        THAT a general meeting of the Company (other than an annual general meeting) may be called on not less than 14 clear days' notice, provided that this authority shall expire at the conclusion of the next annual general meeting of the Company.

 

Further Information:

 

Nick Fullagar, Director of Corporate Communications        020 7293 3622

Paul Vickers, Company Secretary                                   020 7293 3359


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