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15 May 2015 14:28
BRAMMER PLC
(the "Company")
Results of Annual General Meeting and Retirement of Non-Executive Director
Results of Annual General Meeting
Brammer plc announces that all resolutions proposed at its Annual General Meeting ("AGM") held on Friday 15 May 2015 at 43-45 Broad Street, Teddington, Middlesex, TW11 8QZ were duly passed on a show of hands.
Copies of the following:
· Ordinary resolution in relation to the renewal of the authority for the directors to allot new shares up to specific limits;
· Special resolution relating to the renewal of the authority for the directors to disapply statutory pre-emption rights up to specific limits;
· Special resolution relating to the renewal of the authority for the Company to purchase its own shares up to specific limits;
· Special resolution to approve certain amendments to the company's Performance Share Plan 2012; and
· Special resolution to authorise a General Meeting (other than the Annual General Meeting) to be held on not less than 14 days clear notice,
being resolutions (other than resolutions concerning ordinary business) passed by the Company at its AGM on Friday 15 May 2015, have been submitted to the UK Listing Authority via the National Storage Mechanism and will shortly be available for inspection at www.morningstar.co.uk/uk/nsm
Details of the proxy voting instructions lodged prior to the meeting are set out below:
Company Name | Brammer plc |
Meeting Date | 15 May 2015 |
Number of cards at meeting date | 204 cards (1,345 Holdings) |
Issued share capital at the close of business on 13 May 2015 | 129,404,481 Ordinary shares of 20p each |
Number of votes per share | One |
Total proxy votes received (including Abstain/Withheld) | 100,969,246 |
Meeting type AGM/EGM | AGM
|
Resolution (No. as noted on proxy form) | Votes For | % | Votes Against | % | Total Votes | Votes Withheld |
1. To receive the report and accounts | 100,967,446 | 100 | 0 | 0 | 100,967,446 | 1,800 |
2. To approve the directors' remuneration report (other than remuneration policy) | 99,378,177 | 98.46 | 1,552,859 | 1.54 | 100,931,046 | 38,210 |
3. To approve the directors' remuneration policy | 99,374,186
| 98.43
| 1,580,722
| 1.57
| 100,954,908
| 14,338
|
4. To declare a final dividend | 100,967,446
| 100
| 0
| 0
| 100,967,446
| 1,800
|
5. To re-elect Ian Fraser | 100,569,393
| 99.61
| 396,569
| 0.39
| 100,965,962
| 3,284
|
6. To re-elect Paul Thwaite | 100,808,483
| 99.84
| 157,479
| 0.16
| 100,965,962
| 3,284
|
7. To re-elect Charles Irving-Swift | 99,846,336
| 98.89
| 1,119,626
| 1.11
| 100,965,962
| 3,284
|
8. To re-elect Bill Whiteley | 100,805,683
| 99.84
| 160,279
| 0.16
| 100,965,962
| 3,284
|
9. To re-elect Duncan Magrath | 99,846,921
| 98.89
| 1,116,641
| 1.11
| 100,963,562
| 5,684
|
10. To elect Andrea Abt | 99,845,821
| 98.89
| 1,116,641
| 1.11
| 100,962,462
| 6,784
|
11. To re-appoint PricewaterhouseCoopers LLP as auditors to the company | 94,959,241
| 94.06
| 5,992,818
| 5.94
| 100,952,059
| 17,187
|
12. To authorise the directors to agree the remuneration of the auditors | 97,837,966
| 96.92
| 3,113,593
| 3.08
| 100,951,559
| 17,687
|
13. To increase the maximum aggregate annual fees payable to non-executive directors | 100,931,722
| 99.98
| 23,769
| 0.02
| 100,955,491
| 13,755
|
14. To authorise the directors to allot shares up to specific limits | 98,339,465
| 97.41
| 2,612,594
| 2.59
| 100,952,059
| 17,187
|
15. To disapply statutory pre-emption rights up to specific limits | 100,910,653 | 99.95
| 54,002
| 0.05
| 100,964,655
| 4,591
|
16. To authorise the company to purchase its own shares up to specific limits | 100,870,965
| 99.99
| 9,002
| 0.01
| 100,879,967
| 89,279
|
17. To approve amendments to the Brammer Performance Share Plan 2012 | 99,381,694
| 98.44
| 1,577,913
| 1.56
| 100,959,607
| 9,639
|
18. To authorise a general meeting (other than an annual general meeting) to be held on not less than 14 clear days' notice | 98,221,411
| 97.28
| 2,742,296
| 2.72 | 100,963,707
| 5,539
|
Notes:
(i) Resolutions 1 to 14 were ordinary resolutions, requiring more than 50% of shareholder votes to be 'for' the resolutions.
(ii) Resolutions 15 to 18 were special resolutions, requiring not less than 75% of shareholder votes to be 'for' the resolutions.
(iii) Any proxy appointments which gave discretion to the Chairman have been included in the 'Votes For' total.
(iv) A 'vote withheld' is not a vote in law and is not counted in the calculation of the proportion of the votes 'for' and 'against' a resolution.
Retirement of Non-Executive Director
In accordance with Listing Rule 9.6.11, the Company also announces that Mr Terry Garthwaite has retired as Non-Executive Director of the Company with effect from the conclusion of the Company's Annual General Meeting. Having completed over 10 years' service as a Non-Executive Director of the Company, Mr Garthwaite had decided not to seek re-election at the Company's Annual General Meeting.
Enquiries:
Steven Hodkinson
Company Secretary
Tel: +44 (0)1565 756 800
15 May 2015
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