H.R. OWEN PLC A Public Limited Company Registered No. 1753134
The following resolutions were duly passed by Members of the Company at the Annual General Meeting on 18 May 2012:-
That the sale on arm's-length terms by the Company's subsidiary, Broughtons of Cheltenham Limited (`Broughtons'), of a new Aston Martin Virage, on or about 6 January 2012, to Joe Doyle, a director of Broughtons and the Company, be affirmed.
That the sale on arm's-length terms by the Company's subsidiary, H.R. Owen Dealerships Limited (`H.R. Owen Dealerships'), of a used Rolls-Royce Ghost, on or about 25 January 2012, to Jon Walden, a director of the Company, be affirmed.
That the sale on arm's-length terms by the Company's subsidiary, H.R. Owen Dealerships Limited, of a used Rolls-Royce Phantom, on or about 17 May 2011, to Jon Walden, a director of the Company, be affirmed.
That the sale on arm's-length terms by the Company's subsidiary, H.R. Owen Dealerships Limited, of a new Ferrari California, on or about 9 May 2011, to Adrian Martin, a director of the Company, be affirmed.
That the rules of the H.R. Owen 2012 Long Term Incentive Plan (the "Plan") produced in draft to this meeting and, for the purposes of identification, initialled by the Chairman, and the principal terms of which are summarised in Appendix 2 to this Notice of Annual General Meeting be approved and the Directors be authorised to:
a. adopt the Plan and to do all such acts and things as they may consider
appropriate to implement the Plan; and
b. 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.
The directors be generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006 (`the Act') to exercise all the powers of the Company to allot shares in the Company and to grant rights to subscribe for, or to convert any security into, shares in the Company (`Rights') up to an aggregate nominal amount of £3,935,290 during the period commencing on the date of the passing of this resolution and expiring at the conclusion of the next Annual General Meeting of the Company or on 30 June 2013 whichever shall be the earlier, and provided that the Company may at any time before such expiry make offers or agreements which would or might require shares to be allotted or Rights to be granted after such expiry, and the directors shall be entitled to allot shares and grant Rights pursuant to any such offer or agreement as if the authority conferred hereby had not expired.
Subject to the passing of Resolution 14, the directors be empowered to allot equity securities (within the meaning of section 560 of the Companies Act 2006 (`the Act')) for cash pursuant to the authority conferred by Resolution 14 as if section 561 of the Act did not apply to any such allotment provided that this power shall be limited to the allotment of equity securities to an aggregate nominal amount of up to £590,294, representing 5.0% of the issued share capital of the Company. This power will remain in force for the same period referred to in Resolution 14, 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.
That a general meeting other than an annual general meeting may be called on not less than 14 clear days' notice and that this authority shall expire at the conclusion of the Annual General Meeting of the Company held in 2013.
James Adams Company Secretary Tel: 020 7245 1122