Northern Rock PLC
15 January 2008
Northern Rock plc
Results of Extraordinary General Meeting
Northern Rock plc ('Northern Rock' or 'the Company') announces that the results
of the votes on each of the resolutions at the Extraordinary General Meeting
held earlier today were as follows:
FOR AGAINST
Resolution 1 (ordinary resolution
requiring 50% majority) 103,396,174 65.91% 53,488,864 34.09%
Resolution 2 (special resolution
requiring 75% majority) 104,277,207 66.10% 53,483,790 33.90%
Resolution 3 (special resolution
requiring 75% majority) 103,492,295 65.96% 53,405,405 34.04%
Resolution 4 (special resolution
requiring 75% majority) 103,569,332 66.01% 53,332,865 33.99%
Resolution 5 (ordinary resolution
requiring 50% majority) 110,814,923 91.86% 9,823,196 8.14%
Resolution 6 (ordinary resolution
requiring 50% majority) 112,862,718 93.62% 7,685,388 6.38%
Resolution 7 (ordinary resolution
requiring 50% majority) 112,752,482 93.54% 7,788,325 6.46%
Resolution 8 (ordinary resolution
requiring 50% majority) 112,853,875 93.63% 7,671,480 6.37%
Resolution 9 (ordinary resolution
requiring 50% majority) 117,416,331 93.46% 8,220,979 6.54%
Therefore, resolutions 1, 5, 6, 7, 8 and 9 were carried and resolutions 2, 3,
and 4 were not carried.
This means that all the Directors proposed for re-election have been elected. Of
the resolutions proposed by SRM and RAB Capital, all were defeated with the
exception of resolution 1. The effect of this is that the Board cannot allot
shares with a nominal value above £5 million without the approval of
shareholders in a general meeting.
The Board of Northern Rock believes that, on the basis that the third party
proposals as currently formulated require shareholder approval in any event,
this will not prove to be an additional material restriction on the Board's
ability to pursue the strategic review. The Board will continue to work
tirelessly, through its strategic review, to find a solution to the current
difficulties that is in the best interests of all its stakeholders, including
its shareholders. As previously announced, it is intended that the strategic
review will be completed by February 2008.
Commenting on the outcome of the Extraordinary General Meeting, Bryan Sanderson,
the Chairman of Northern Rock said: 'Whilst we are pleased that all but one of
the resolutions proposed by SRM and RAB Capital were not carried, we recognise
that a material number of shareholders did vote in favour of these resolutions.
Shareholders should be assured that the Board of the Company will continue to
work towards securing the best possible outcome for shareholders and other
stakeholders in the Company.'
NOTES TO EDITORS
Number of shares for which proxy appointments validly received: 81,413,468
RESOLUTION VOTES WITHHELD
Resolution 1 8,336,655
(ordinary resolution requiring 50% majority)
Resolution 2 7,464,143
(special resolution requiring 75% majority)
Resolution 3 8,332,714
(special resolution requiring 75% majority)
Resolution 4 8,325,770
(special resolution requiring 75% majority)
Resolution 5 3,099,487
(ordinary resolution requiring 50% majority)
Resolution 6 3,188,333
(ordinary resolution requiring 50% majority)
Resolution 7 3,195,291
(ordinary resolution requiring 50% majority)
Resolution 8 3,208,253
(ordinary resolution requiring 50% majority)
Resolution 9 3,174,962
(ordinary resolution requiring 50% majority)
For information, the effect of resolution 1 is as follows:
Resolution 1
* replaces the existing authority of the Board to allot shares with a new,
substantially lower authority which would only authorise the board to issue
shares having an aggregate nominal value of up to £5,000,000.
The effect of resolutions 2, 3 and 4 would have been as follows:
Resolution 2
* replaces the existing authority of the Board to issue shares for cash without
first offering them on a pre-emptive basis to all existing shareholders with an
authority of a reduced amount of up to £5,000,000.
Resolution 3
* amends the articles of association of the Company to prevent the Board from
exercising any power or influence or taking any action on behalf of the Company
relating to any proposal for a member of the Group to enter into any agreement
or arrangement:
(i) to dispose of any interest in any assets, whether in one transaction or a
series of transactions, in any 12 month period, where the value of the assets in
question (by reference to the latest audited consolidated accounts of the Group
or where those are not available, accounts as described in Resolution 3)
comprise 5% or more of the total value of all assets, both fixed and current, of
the Group (again, by reference to such accounts described in Resolution 3),
unless approval is first obtained from shareholders of the Company in general
meeting; or
(ii) to acquire any interest in any assets, whether in one transaction or a
series of transactions, in any 12 month period, where the value of the assets in
question (again by reference to such accounts as described in Resolution 3)
comprise 20% or more of the total value of all assets, both fixed and current,
of the Group (again by reference to such accounts as described in Resolution 3),
unless approval is first obtained from shareholders of the Company in general
meeting. The terms of this resolution would prevent the Board from exercising
any power or influence or taking any action to permit other members of the Group
from carrying out actions which would frustrate the intention of the
restrictions set out above; Certain financing activities are excluded from the
restrictions to be imposed by Resolution 3;
* renumbers the existing article 106 of the Company's articles of association as
article 106A.
Resolution 4
* requires the Company to take action to prevent other members of the Group from
disposing of, transferring or issuing shares and/or other securities or
otherwise altering their share capital structure.
Resolutions 5-9:
* the re-appointment of the Directors.
City Contacts Press Contacts
Dave Jones Brian Giles
Group Finance Director Communications Director
0191 279 4366 0191 279 4676
Richard Moorin Ron Stout
Investor Relations Corporate Communications
0191 279 4093 0191 279 4921
Simon Hall John Watson
Investor Relations Corporate Communications
0191 279 6090 0191 279 5295
James Murgatroyd
Finsbury Limited
020 7251 3801
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