23 May 2012
ANNUAL GENERAL MEETING
LR 9.6.3, 9.6.18
CSR plc announces that all resolutions contained in the Notice of Meeting dated 12 March 2012 previously circulated to shareholders were passed at the Annual General Meeting of the Company held on Wednesday 23 May 2012 and that a copy of the resolutions below has been submitted to the National Storage Mechanism for publication today.
Resolution 16 That, the CSR plc Global (Chicago Options: ^RJSGTRUSD - news) Employee Share Purchase Plan (the "GSPP"), be and is hereby approved and that the Board be and is hereby authorised to do all acts and things necessary to establish and carry the GSPP into effect.
Resolution 17 That the Amended and Restated CSR plc Employee Share Purchase Plan (the "ESPP"), be and is hereby approved and that the Board be and is hereby authorised to do all acts and things necessary to establish and carry the ESPP into effect.
Resolution 18 That, in accordance with sections 366 and 367 of the Companies Act 2006, the Company and all companies that are subsidiaries of the Company at any time during the period for which the resolution has effect, be and are hereby authorised, in aggregate, during the period beginning with the date of the passing of this resolution and ending on the conclusion of the annual general meeting of the Company in 2013 (unless such authority is previously renewed, varied or revoked by the Company in a general meeting), to:
(i) make political donations to political parties and/or independent election candidates not exceeding £12,500 in total;
(ii) make political donations to political organisations other than political parties not exceeding £12,500 in total; and
(iii) incur political expenditure not exceeding £12,500 in total.
For the purposes of this resolution the terms "political donation", "political parties", "independent election candidates", "political organisations" and "political expenditure" shall have the meanings given by sections 363 to 365 of the Companies Act 2006.
Resolution 19 That the Board be generally and unconditionally authorised to allot shares in the Company and to grant rights to subscribe for or convert any security into shares in the Company:
(A) up to a nominal amount of £66,560 (such amount to be reduced by the nominal amount allotted or granted under paragraph (B) below in excess of such sum); and
(B) comprising equity securities (as defined in section 560(1) of the Companies Act 2006) up to a nominal amount of £133,120 (such amount to be reduced by any allotments or grants made under paragraph (A) above) in connection with an offer by way of a rights issue:
(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,
such authorities to apply until the end of next year's annual general meeting (or, if earlier, until the close of business on 23 August 2013) but, in each case, during this period the Company may make offers and enter into agreements which would, or might, require shares to be allotted or rights to subscribe for or convert securities into shares to be granted after the authority ends and the Board may allot shares or grant rights to subscribe for or convert securities into shares under any such offer or agreement as if the authority had not ended.
Resolution 20 That, if Resolution 19 is passed, the Board be given power 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 power 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 Resolution 19(B), 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) in the case of the authority granted under Resolution 19(A) and/or in the case of any sale of treasury shares for cash, to the allotment (otherwise than under Resolution 20(A) above) of equity securities or sale of treasury shares up to a nominal amount of £9,985,
such power to apply until the end of next year's annual general meeting (or, if earlier, until the close of business on 23 August 2013) but in each case, during this period 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 power ends and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the power had not ended.
Resolution 21 That the Company be authorised for the purposes of section 701 of the Companies Act 2006 to make one or more market purchases (as defined in section 693(4) of the Companies Act 2006) of its ordinary shares of 0.1p each, such power to be limited:
(A) to a maximum number of 19,970,600 ordinary shares (10% of the Company's issued share capital);
(B) by the condition that the minimum price (exclusive of expenses) which may be paid for any ordinary share is 0.1p;
(C) by the condition that the maximum price (exclusive of expenses) which may be paid for any ordinary share is the highest of:
(i) an amount equal to 5% above the average middle market quotation of an ordinary share of the Company for the five business days immediately preceding the day on which that ordinary share is contracted to be purchased; and
(ii) the higher of the price of the last independent trade and the highest current independent bid on the trading venues where the purchase is carried out;
such authority to apply until the end of next year's annual general meeting (or, if earlier, at the close of business on 23 August 2013) but in each case so that the Company may, before such authority expires, enter into a contract to purchase ordinary shares which will or may be completed or executed wholly or partly after this authority expires and the Company may purchase ordinary shares pursuant to any such contract as if the authority had not expired.
Resolution 22 That a general meeting other than an annual general meeting may be called on not less than 14 clear days' notice.
Resolutions 1 to 19 were passed as ordinary resolutions and resolutions 20 to 22 were passed as special resolutions. The voting results are shown below:
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Votes cast in favour and as a percentage of total votes cast |
Votes cast against and as a percentage of total votes cast |
Votes withheld and as a percentage of total votes cast |
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Ordinary resolutions
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1 |
To receive the financial statements and the reports of the directors and auditors for the period ended 30 December 2011 |
147,693,430 99.29% |
51,967 0.03% |
1,006,286 0.68% |
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2 |
To approve the Remuneration Report for the period ended 30 December 2011 |
111,349,830 74.86% |
32,538,420 21.87% |
4,863,433 3.27% |
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3 |
To re-elect as a director Mr Joep van Beurden |
140,840,479 94.68% |
6,904,857 4.64% |
1,006,347 0.68% |
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4 |
To re-elect as a director Mr Kanwar Chadha |
140,834,580 94.68% |
6,906,888 4.64% |
1,010,215 0.68% |
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5 |
To re-elect as a director Mr Will Gardiner |
140,834,852 94.68% |
6,906,616 4.64% |
1,010,215 0.68% |
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6 |
To re-elect as a director Mr Chris Ladas |
140,836,139 94.68% |
6,905,385 4.64% |
1,010,159 0.68% |
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7 |
To re-elect as a director Mr Andrew Allner |
141,115,466 94.87% |
6,626,002 4.45% |
1,010,215 0.68% |
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8 |
To re-elect as a director Mr Anthony Carlisle |
141,186,367 94.91% |
6,555,101 4.41% |
1,010,215 0.68% |
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9 |
To re-elect as a director Mr Sergio Giacoletto-Roggio |
141,184,620 94.91% |
6,556,848 4.41% |
1,010,215 0.68% |
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10 |
To re-elect as a director Mr Ron Mackintosh |
141,093,529 94.85% |
6,647,995 4.47% |
1,010,159 0.68% |
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11 |
To re-elect as a director Ms Teresa Vega |
145,978,564 98.14% |
1,762,960 1.18% |
1,010,159 0.68% |
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12 |
To elect as a director Dr Levy Gerzberg |
139,178,741 93.57% |
8,559,569 5.75% |
1,013,373 0.68% |
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13 |
To reappoint Deloitte LLP as auditors |
138,144,490 92.87% |
7,148,670 4.81% |
3,458,523 2.32% |
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14 |
To authorise the directors to determine the remuneration of the auditors |
146,992,689 98.82% |
717,237 0.48% |
1,041,757 0.70% |
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15 |
To authorise the payment of a final dividend on the Company's ordinary shares |
147,712,297 99.30% |
34,148 0.02% |
1,005,238 0.68% |
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Special business |
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16 |
To approve CSR plc Global Employee Share Purchase Plan |
147,544,071 99.19% |
199,534 0.13% |
1,008,078 0.68% |
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17 |
To approve Amended and Restated CSR plc Employee Share Purchase Plan |
147,533,148 99.18% |
210,523 0.14% |
1,008,012 0.68% |
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18 |
To authorise the Company and its subsidiaries to make political donations |
138,166,814 92.88% |
10,578,341 7.11% |
6,528 0.01% |
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19 |
To authorise the Company to allot shares pursuant to section 551 of the Companies Act 2006 |
146,139,290 98.01% |
708,546 1.31% |
1,903,847 0.68% |
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Special resolutions |
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20 |
To renew the disapplication of statutory pre-emption rights under section 570 of the Companies Act 2006 |
145,786,315 98.01% |
1.950,831 1.31% |
1,014,537 0.68% |
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21 |
To grant the Company authority to purchase its own shares under section 701 of the Companies Act 2006 |
147,640,558 99.25% |
104,256 0.07% |
1,006,869 0.68% |
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22 |
To authorise a general meeting other than an annual general meeting to be called on not less than 14 clear days' notice |
140,384,234 94.37% |
7,360,515 4.95% |
1,006,934 0.68% |
Enquiries
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Company Secretary, CSR plc |
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+ 44 1223 692000 |
+44 207 831 3113 |
ENDS
