Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]
2024年5月23日 - 9:38PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
Pursuant to
Rule 13a-16 or 15d-16 of
the
Securities Exchange Act of 1934
For the month of May, 2024
PRUDENTIAL PUBLIC LIMITED COMPANY
(Translation of registrants name into English)
1 Angel Court,
London EC2R 7AG, ENGLAND
(Address of principal executive offices)
Indicate by check mark whether the
registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information
to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ☐ No ☒
If Yes is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-
Company Number: 1397169
THE COMPANIES ACT 2006
Company limited by
shares
RESOLUTIONS
of
PRUDENTIAL PUBLIC LIMITED COMPANY
At the Annual
General Meeting of the above named Company duly convened and held on 23 May 2024 the following resolutions were passed (in addition to resolutions passed in respect of ordinary business): Resolutions 16, 17, 18, 19 and 23 were passed as
ordinary resolutions and resolutions 20, 21, 22 and 24 were passed as special resolutions:
Political donations
Resolution 16
That the Company, and all companies that are
its subsidiaries at any time during the period for which this resolution is effective, be and are hereby generally and unconditionally authorised for the purposes of Sections 366 and 367 of the Companies Act 2006 (the 2006 Act), in
aggregate, to:
i. |
make political donations to political parties and/or independent election candidates not exceeding £50,000 in
total; |
ii. |
make political donations to political organisations other than political parties not exceeding £50,000 in total;
and |
iii. |
incur political expenditure not exceeding £50,000 in total, |
(as such terms are defined in Sections 363 to 365 of the 2006 Act) provided that the aggregate of such donations and expenditure shall not exceed
£50,000 during the period beginning with the date of passing this resolution and expiring at the earlier of 30 June 2025 and the conclusion of the Annual General Meeting of the Company to be held in 2025, unless such authority has been
previously renewed, revoked or varied by the Company at a general meeting. The Company may enter into a contract or undertaking under this authority prior to its expiry, which contract or undertaking may be performed wholly or partly after such
expiry, and may make donations to political organisations other than political parties and incur political expenditure in pursuance of such contracts or undertakings as if the said authority had not expired.
Renewal of authority to allot ordinary shares
Resolution 17
That the Directors be and are hereby authorised, generally and unconditionally, pursuant to Section 551 of the 2006 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 for a period expiring at the earlier of 30 June 2025 and the conclusion of the Annual General Meeting of
the Company to be held in 2025 (save that the Company may make offers and enter into agreements under this authority prior to its expiry which would, or might, require
shares to be allotted or rights to subscribe for or to convert securities into shares to be granted
after such expiry, and the Board may allot shares or grant rights to subscribe for or to convert securities into shares under any such offer or agreement as if the said authority had not expired) and for a maximum aggregate nominal amount of:
A. |
£27,496,701 (such amount to be reduced by any allotments or grants made under paragraph (B) or (C) of this
resolution 17 so that in total no more than £45,782,008 can be allotted under paragraphs (A) and (B) of this resolution 17, and no more than £91,564,017 can be allotted under paragraphs (A), (B) and (C)); |
B. |
£45,782,008 (such amount to be reduced by any allotments or grants made under paragraph (A) or (C) of this
resolution 17 so that in total no more than £45,782,008 can be allotted under paragraphs (A) and (B) of this resolution 17, and no more than £91,564,017 can be allotted under paragraphs (A), (B) and (C)) in connection with an offer
or invitation: |
|
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 defined in section 560(1) of the 2006 Act) 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;
|
C. |
£91,564,017 (such amount to be reduced by any allotments or grants made under paragraph (A) or (B) of this
resolution 17 so that in total no more than £91,564,017 can be allotted under paragraphs (A), (B) and (C) of this resolution 17) in connection with a rights issue: |
|
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 defined in Section 560(1) of the 2006 Act) 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
D. |
the amount allotted pursuant to the terms of any share scheme of the Company or any of its subsidiary undertakings
adopted prior to or on the date of this Meeting. |
Extension of authority to allot ordinary shares to include repurchased shares
Resolution 18
That the authority granted to the Directors to allot shares and to grant rights to subscribe for or to
convert any security into shares up to a total nominal value of £27,496,701 pursuant to paragraph (A) of resolution 17 set out above be extended by the addition of such number of ordinary shares of five pence each representing the nominal
amount of the Companys share capital repurchased by the Company under the authority granted pursuant to resolution 22 set out below, to the extent that such extension would not result in the authority to allot shares or grant rights to
subscribe for or convert securities into shares pursuant to resolution 17 exceeding £91,564,017.
Renewal of authority to allot preference shares
Resolution 19
That the Company be and is hereby authorised
to allot and to grant rights to subscribe for or to convert securities into Sterling Preference Shares up to a maximum aggregate nominal value of £20 million (representing two billion Sterling Preference Shares in the Company), to allot
and to grant rights to subscribe for or to convert securities into Dollar Preference Shares up to a maximum aggregate nominal value of US$20 million (representing two billion Dollar Preference Shares in the Company), and to allot and to grant
rights to subscribe for or to convert securities into Euro Preference Shares up to a maximum aggregate nominal value of 20 million (representing two billion Euro Preference Shares in the
Company) for a period expiring at the conclusion of the Annual General Meeting of the Company to be held in 2029, save that the Company may make offers and enter into agreements under this authority prior to its expiry which would, or might, require
shares to be allotted or rights to subscribe for or to convert securities into shares to be granted after such expiry, and the Board may allot shares or grant rights to subscribe for or to convert securities into shares under any such offer or
agreement as if the said authority had not expired.
Renewal of authority for disapplication of pre-emption rights
Resolution 20
That if resolutions 17 and/or 18 are
passed the Directors be and are hereby authorised to allot equity securities (as defined in Section 560(1) of the 2006 Act) for cash pursuant to the power conferred on the Directors by resolutions 17 and/or 18 and/or to sell any ordinary shares
held by the Company as treasury shares for cash as if Section 561 of that Act did not apply to such allotment or sale for a period expiring at the earlier of 30 June 2025 and the conclusion of the Annual General Meeting of the Company to
be held in 2025 (save that the Company may make offers and enter into agreements under this authority prior to its expiry which would, or might, require equity securities to be allotted (or treasury shares to be sold) after such expiry, and the
Board may allot equity securities (or sell treasury shares) under any such offer or agreement as if the said authority had not expired), such authority to be limited:
A. |
to the allotment of equity securities and sale of treasury shares in connection with an offer of, or an invitation to
apply for, equity securities in accordance with paragraphs (B) and (C) of resolution 17 above; and |
B. |
otherwise than under paragraph (A) above, in the case of any allotment of equity securities and sale of treasury
shares the maximum aggregate nominal amount of equity securities that may be allotted or sold pursuant to this authority under the authority conferred on the |
|
Directors by paragraph (A) of resolution 17 and/or 18 and/or a sale of ordinary shares held by the Company as treasury shares for cash is £6,874,175. |
Additional authority for disapplication of pre-emption rights for purposes of acquisitions or specified capital investments
Resolution 21
That if resolutions 17 and 18 are
passed the Directors be and are hereby authorised in addition to any authority granted under resolution 18 to allot equity securities (as defined in Section 560(1) of the 2006 Act) for cash pursuant to the power conferred on the Directors by
resolutions 17 and/or 18 and/or to sell any ordinary shares held by the Company as treasury shares for cash as if Section 561 of that Act did not apply to such allotment or sale for a period expiring at the earlier of 30 June 2025 and the
conclusion of the Annual General Meeting of the Company to be held in 2025 (save that the Company may make offers and enter into agreements under this authority prior to its expiry which would, or might, require equity securities to be allotted (or
treasury shares to be sold) after such expiry, and the Board may allot equity securities (or sell treasury shares) under any such offer or agreement as if the said authority had not expired), such authority to be:
A. |
limited to the allotment of equity securities and sale of treasury shares up to a nominal amount of £6,874,175;
and |
B. |
used only for the purposes of financing (or refinancing, if the authority is to be used within twelve months after the
original transaction) a transaction which the Board determines to be either an acquisition or a specified capital investment of a kind contemplated by the Statement of Principles 2022. |
Renewal of authority for purchase of own shares
Resolution 22
That the Company be and is hereby generally and unconditionally authorised, in accordance with Section 701 of the 2006 Act, to make one or more
market purchases (within the meaning of Section 693(4) of the 2006 Act) of its ordinary shares in the capital of the Company, provided that:
A. |
Such authority be limited: |
|
i. |
to a maximum aggregate number of 274,967,019 ordinary shares; |
|
ii. |
by the condition that the minimum price which may be paid for each ordinary share is five pence and the maximum price
which may be paid for an ordinary share is the highest of: |
|
a. |
an amount equal to 105 per cent of the average of the middle market quotations for an ordinary share as derived
from the Daily Official List of the London Stock Exchange for the five business days immediately preceding the day on which the share is contracted to be purchased; and |
|
b. |
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, |
in each case exclusive of expenses;
B. |
Such authority shall, unless renewed, varied or revoked prior to such time, expire at the earlier of 30 June 2025
and the conclusion of the Annual General Meeting of the Company to be held in 2025, save that the Company may before such expiry make a contract or contracts to purchase ordinary shares under the authority hereby conferred which would or may be
executed wholly or partly after the expiry of such authority and may make a purchase of ordinary shares in pursuance of any such contract or contracts as if the power conferred hereby had not expired; and |
C. |
All ordinary shares purchased pursuant to said authority shall be either: |
|
i. |
cancelled immediately upon completion of the purchase; or |
|
ii. |
held, sold, transferred or otherwise dealt with as treasury shares in accordance with the provisions of the 2006 Act.
|
Authority to allot ordinary shares instead of cash in respect of any dividend paid
Resolution 23
That the Directors be empowered, up to the
conclusion of the Annual General Meeting of the Company to be held in 2027, to exercise the powers in Article 160 of the Companys Articles of Association (as from time to time varied), to the extent and in the manner determined by the
Directors, to offer and allot ordinary shares (credited as fully paid) instead of cash in respect of any dividend or any part of any dividend declared or paid from time to time, or for such period as the Directors may determine, and for such
purposes to capitalise the appropriate nominal amounts out of the sums standing to the credit of any reserve or account of the Company, to the extent that the Directors decide, at their discretion, to offer a scrip dividend alternative in respect of
any such dividend or period.
Notice for general meetings
Resolution
24
That a general meeting other than an Annual General Meeting may be called on not less than 14 clear days notice.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Date: 23 May 2024
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PRUDENTIAL PUBLIC LIMITED COMPANY |
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By: |
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/s/ Sylvia Edwards |
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Sylvia Edwards |
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Deputy Group Secretary |
Prudential (NYSE:PUK)
過去 株価チャート
から 8 2024 まで 9 2024
Prudential (NYSE:PUK)
過去 株価チャート
から 9 2023 まで 9 2024