Diageo PLC AGM Notice and resolution to purchase own shares (8552W)
21 August 2020 - 12:51PM
UK Regulatory
TIDMDGE
RNS Number : 8552W
Diageo PLC
21 August 2020
Diageo plc
LEI: 213800ZVIELEA55JMJ32
Notice of Annual General Meeting 2020 and proposed resolution to
purchase own shares
The Company announces that it has today made available to
shareholders the Notice of Annual General Meeting 2020 (the
"Notice") and the Form of Proxy/Letter of Direction for the Annual
General Meeting.
The Company's 2020 Annual General Meeting ("AGM") will be held
on Monday, 28 September 2020 at 2.30pm at the Company's registered
office at Lakeside Drive, Park Royal, London NW10 7HQ.
In light of the continuing Covid-19 situation and in line with
recent UK legislation on holding company meetings during the
Covid-19 pandemic and the Company's articles of association, the
AGM will be convened with a minimum quorum of shareholders (which
will be comprised of Diageo's management) in order to conduct the
functional business of the AGM.
The health of the Company's shareholders, employees and other
stakeholders is of paramount importance and this is why the AGM
will be held as a closed meeting. Accordingly, shareholders (and
any appointed proxies (other than the chairman of the AGM) or
corporate representatives) will not be granted access to the AGM in
person. Given this, we strongly urge shareholders to vote by proxy
on the resolutions in the Notice as early as possible and we
recommend shareholders appoint the chairman of the AGM as their
proxy. To ensure that shareholder's votes are counted, it is
particularly important to appoint the chairman of the AGM as the
proxy as any other person who might be appointed will not be
allowed access to the AGM. Further details as to how to vote by
proxy are contained in the Notice.
The Notice and the Form of Proxy/Letter of Direction are
available to view on the Company's website at www.diageo.com and
have been submitted to the National Storage Mechanism and will
shortly be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism .
The display documents for the AGM are also available to view on
the Company's website at www.diageo.com and hard copies of these
documents are available for inspection at the registered office of
the Company until the close of the AGM.
Information required under Listing Rule 12.4.4R
As noted in the Company's Annual Report for the year ended 30
June 2020, certain transactions related to purchases of its own
shares conducted between 10 May 2019 and 9 August 2019 were made
without sufficient available distributable profits and,
accordingly, the relevant purchases were undertaken otherwise than
in accordance with the Companies Act 2006 (the "Act").
In addition to customary AGM business, the Notice contains a
proposed resolution, which, among other things, will, if passed,
give the Board the authority to enter into two share buy-back deeds
between the Company and each of Citigroup Global Markets Limited
and UBS AG, London Branch under which the shares that were the
subject of the earlier purported purchase will be acquired by the
Company on the economic terms that were originally applicable and
with no additional price payable by the Company. The entry by the
Company into each of the share buy-back deeds requires shareholder
approval as, for the purposes of the Act, they constitute
off-market share purchase contracts.
Further details are contained in the Notice.
James Edmunds
Deputy Company Secretary
21 August 2020
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END
MSCPPURCRUPUGUG
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