Last checked at 21 Sep 2017 12:00
Auto Trader Group plc Result of Annual General Meeting
Auto Trader Group plc (LSE: AUTO, "Auto Trader" or the "Company"), the UK's largest digital automotive marketplace, announces the results of the Company's Annual General Meeting ("AGM") held on 21 September 2017.
Each of the resolutions was voted on by way of a poll and the result of each resolution is shown below. All resolutions were passed with the exception of Resolution 6, which was withdrawn with the consent of the meeting at the start of the AGM.
Sean Glithero, having not stood for re-election, ceases to be a director with effect from 21 September 2017 and will leave the business on 29 September 2017.
The total number of shares on the register at 6pm on 19 September 2017, being those eligible to be voted on at the AGM, was 967,278,952 (excluding treasury shares).
For* | Against | Total votes cast | % of shares on register at 6pm 19 September 2017 | Votes withheld*** | |||
Resolution | No. of votes | %** | No. of votes | %** | No. of votes | % | No. of votes |
1. To receive the Annual Report and Accounts of the Company for the financial year ended 31 March 2017 | 816,287,779 | 99.98 | 167,814 | 0.02 | 816,455,593 | 84.41% | 43,350 |
2. To approve the Directors' Remuneration Report | 809,249,426 | 99.12 | 7,198,204 | 0.88 | 816,447,630 | 84.41% | 51,313 |
3. To declare a final dividend of 3.5 pence per ordinary share for the year ended 31 March 2017 | 816,497,608 | 100.00 | - | - | 816,497,608 | 84.41% | 1,335 |
4. To re-elect Ed Williams as a Director | 802,075,963 | 98.23 | 14,419,950 | 1.77 | 816,495,913 | 84.41% | 3,030 |
5. To re-elect Trevor Mather as a Director | 809,460,497 | 99.14 | 7,035,416 | 0.86 | 816,495,913 | 84.41% | 3,030 |
6. To re-elect Sean Glithero as a Director**** | WITHDRAWN | ||||||
7. To re-elect David Keens as a Director | 815,048,627 | 99.82 | 1,445,951 | 0.18 | 816,494,578 | 84.41% | 4,365 |
8. To re-elect Jill Easterbrook as a Director | 811,592,200 | 99.40 | 4,902,378 | 0.60 | 816,494,578 | 84.41% | 4,365 |
9. To re-elect Jeni Mundy as a Director | 806,500,289 | 98.78 | 9,994,289 | 1.22 | 816,494,578 | 84.41% | 4,365 |
10. To elect Nathan Coe as a Director | 807,438,734 | 98.89 | 9,057,179 | 1.11 | 816,495,913 | 84.41% | 3,030 |
11. To re-appoint KPMG LLP as auditors of the Company | 816,494,590 | 100.00 | 0 | 0.00 | 816,494,590 | 84.41% | 4,353 |
12. To authorise the Board to determine the auditors' remuneration. | 816,447,618 | 100.00 | 2,682 | 0.00 | 816,450,300 | 84.41% | 48,643 |
13. To authorise the Directors to allot shares. | 759,258,688 | 92.99 | 57,238,572 | 7.01 | 816,497,260 | 84.41% | 1,683 |
14. To authorise the partial disapplication of pre-emption rights***** | 816,251,236 | 99.97 | 244,689 | 0.03 | 816,495,925 | 84.41% | 3,018 |
15. To authorise the partial disapplication of pre-emption rights in connection with an acquisition or investment***** | 751,484,018 | 92.04 | 65,011,906 | 7.96 | 816,495,924 | 84.41% | 3,018 |
16. To authorise the Company to purchase its own shares***** | 801,815,590 | 98.21 | 14,632,064 | 1.79 | 816,447,654 | 84.41% | 51,288 |
17. To authorise the Company to call general meetings on not less than 14 clear days' notice***** | 783,709,490 | 95.98 | 32,785,100 | 4.02 | 816,494,590 | 84.41% | 4,353 |
NOTES:
* The "For" votes include those giving the Chairman discretion.
** Votes "For" and "Against" are expressed as a percentage of votes received.
***A vote "withheld" is not a vote in law and is not counted in the calculation of the votes "For" or "Against" the resolution.
****Following the announcement on 3 July 2017 of Sean Glithero's intention to leave the Board, Resolution 6 was withdrawn with the consent of the meeting.
*****Denotes Special Resolutions
As previously announced, the Company commenced a rolling programme of share buy-backs on 15 June 2016 and, in reliance on the approval of Resolution 16 at today's AGM, the Company announces that it intends to continue with the share buy-back programme, the purpose of which is to reduce its share capital. The Company's shareholders have generally authorised the Company to make market purchases of up to 97,476,919 of its ordinary shares, which represents 10% of its ordinary shares (excluding treasury shares), subject to minimum and maximum price restrictions. The share buy-back programme will continue under the authority granted by the Company's shareholders at today's AGM on an ongoing basis until the expiry of the authority at the conclusion of the Company's 2018 AGM. The share buy-back programme will be conducted in accordance with the Company's general authority to repurchase shares, Chapter 12 of the UKLA Listing Rules and relevant conditions for trading, restrictions regarding time and volume, disclosure and reporting obligations, and price conditions.
The full text of the resolutions can be found in the Notice of Annual of General Meeting, which is available for inspection at the National Storage Mechanism http://www.hemscott.com/nsm.do and also on the Company's website at http://about-us.autotrader.co.uk/investors
A copy of the resolutions passed under special business (as defined by the listing rules of the UK Listing Authority) will shortly be submitted to the National Storage Mechanism for inspection at http://www.hemscott.com/nsm.do
Claire Baty
Company Secretary
About Auto Trader
Auto Trader Group plc is the UK and Ireland's largest digital automotive marketplace. Auto Trader sits at the heart of the UK's vehicle buying process and its primary activity is to help vehicle retailers compete effectively on the marketplace in order to sell more vehicles, faster. Auto Trader listed on the London Stock Exchange in March 2015 and is now a member of the FTSE 250 Index.
The marketplace brings together the largest and most engaged consumer audience. Auto Trader has over 90% prompted brand awareness and attracts circa 60 million monthly cross platform visits each month, with over 70% of visits coming through mobile devices.
The marketplace also has the largest pool of vehicle sellers (listing around 450,000 cars each day). Over 80% of UK automotive retailers advertise on autotrader.co.uk.
For more information, please visit http://about-us.autotrader.co.uk