Own Share Purchase Out Of Capital – Minutes (ESS – Multiple Buybacks)

These Own Share Purchase out of Capital – Minutes (ESS – Multiple Buybacks) reflect one of the April 2013 changes to the Companies Act 2006.

With effect from 30 April 2013, companies can by ordinary resolution authorise multiple buybacks of their own shares, where the buybacks are for the purposes of an employees’ share scheme.

Please see “Own Share Purchase out of Capital – Guidance Notes” for more information.

Use these minutes to record ESS multiple buyback authority

These minutes are used to record the shareholder resolution authorising multiple buybacks of the company’s own shares for the purposes of an employees’ share scheme.

Scope of the authority being granted

The authority given by the resolution may be general or limited to the purchase of shares of a particular class or description. It may be an unconditional authority or subject to conditions.

• The authority must specify the maximum number of shares authorised to be acquired.
• It must determine both the maximum and minimum prices that may be paid for the shares.
• This can be done by specifying a particular sum or by providing a basis or formula for calculating the amount of the price, but without reference to any person’s discretion or opinion.

Expiry, variation and renewal

The authority may be varied, revoked or from time to time renewed by a resolution of the company.

A resolution conferring, varying or renewing authority must specify a date on which it is to expire, which must not be later than five years after the date on which the resolution is passed.

Consistency with board documentation

The wording of the resolution must be consistent with the wording of “Own Share Purchase out of Capital – Board Resolution (ESS – Multiple Buybacks)”.

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