Last checked at 31 Oct 2018 16:11
BROOKS MACDONALD GROUP PLC
(the "Company")
Result of Annual General Meeting ('AGM')
The Company's 2018 AGM was held today at 72 Welbeck Street, London. All resolutions proposed at the meeting were passed on a poll. The table below shows the total votes validly cast, being those votes for or against each resolution. Total votes cast, including votes withheld, were over 10,672,202 Ordinary Shares, representing 77% of the Ordinary Shares in issue on 29 October 2018.
|
| For (see note 1) |
| Against (see note 1) |
| Votes withheld (see note 2) |
|
| Votes | % | Votes | % | Votes |
1 | Receipt of the Report and Accounts | 10,672,202 | 100 | 0 | 0 | 0 |
2 | Declaration of a final dividend | 10,672,202 | 100 | 0 | 0 | 0 |
3 | Approval of the report of the Remuneration Committee | 10,421,107 | 97.65 | 250,735 | 2.35
| 360 |
4 | Approval of the new Long Term Incentive Plan | 6,261,460 | 58.67 | 4,410,713 | 41.33 | 29 |
5 | Re-election of Christopher Knight as a Director of the Company | 10,672,196 | 99.99 | 6 | 0.01 | 0 |
6 | Re-election of Caroline Connellan as a Director of the Company | 10,672,196 | 100 | 0 | 0 | 6 |
7 | Re-election of Andrew Shepherd as a Director of the Company | 10,672,202 | 100 | 0 | 0 | 0 |
8 | Election of Ben Thorpe as a Director of the Company | 10,672,202 | 100 | 0 | 0 | 0 |
9 | Re-election of Nicholas Holmes as a Director of the Company | 10,672,202 | 100 | 0 | 0 | 0 |
10 | Re-election of Colin Harris as a Director of the Company | 10,672,202 | 100 | 0 | 0 | 0 |
11 | Re-election of Richard Price as a Director of the Company | 10,672,196 | 99.99 | 6 | 0.01 | 0 |
12 | Re-election of Diane Seymour-Williams as a Director of the Company | 10,672,202 | 100 | 0 | 0 | 0 |
13 | Election of David Stewart as a Director of the Company | 10,672,196 | 99.99 | 6 | 0.01 | 0 |
14 | Election of John Linwood as a Director of the Company | 10,672,196 | 99.99 | 6 | 0.01 | 0 |
15 | Reappointment and remuneration of the Auditor | 10,672,167 | 99.99 | 6 | 0.01 | 29 |
16 | Electronic communications | 10,671,813 | 99.99 | 360 | 0.01 | 29 |
17 | Political donation | 9,029,841 | 98.92 | 98,356 | 1.08 | 1,544,005 |
18 | Authority to allot new shares | 10,672,173 | 100 | 0 | 0 | 29 |
19 | Authority to disapply pre-emption rights | 10,357,582 | 97.06 | 314,231 | 2.94 | 389 |
20 | Additional authority to disapply pre-emption rights | 10,357,582 | 97.06 | 314,231 | 2.94 | 389 |
21 | Authority to purchase own share | 9,128,551 | 99.99 | 6 | 0.01 | 1,543,645 |
22 | Notice period for general meetings other than AGM | 10,672,196 | 99.99 | 6 | 0.01 | 0 |
Notes
1. Votes "For" and "Against" are expressed as a percentage of votes received. Any proxy appointments which gave the Chairman discretion have been included in the "for" total.
2. A "Vote Withheld" is not a vote in law and is not counted in the calculation of the proportion of votes "For" or "Against" a resolution.
3. Resolutions 1 to 18 were ordinary resolutions and resolutions 19 to 22 were special resolutions.
4. The number of ordinary shares in issue at 30 October 2018 was 13,908,220.
The Board is pleased that all resolutions have been passed but acknowledges that Resolution 4, relating to the introduction of a new Long Term Incentive Plan, received a significant number of votes against.
Based on the AGM vote and the Board's prior engagement with shareholders, it is clear that most shareholders are supportive of the new plan but some were concerned about the implications for dilution. The new plan will keep dilution within the 15% limit approved by shareholders in 2010. A large part of existing dilution, approximately 5%, relates to the Company's employee Save As You Earn scheme, which has a high level of participation. Dilution relating to discretionary awards is explicitly capped at 10% over 10 years by the rules governing discretionary share awards. Nevertheless, the Board recognises the concerns raised and will continue to engage with shareholders and reflect on the feedback received.
Enquiries to:
Brooks Macdonald Group plc Caroline Connellan, Chief ExecutiveBen Thorpe, Finance Director | www.brooksmacdonald.com 020 7499 6424
|
Peel Hunt LLP (Nominated Adviser and Broker) Guy Wiehahn / Adrian Haxby
| 020 7418 8900 |
MHP Communications Reg Hoare / Simon Hockridge / Charlie Barker
| 020 3128 8540 |
Notes to editors
Brooks Macdonald Group plc, through its various subsidiaries, provides leading investment management services in the UK and internationally. The Group, which was founded in 1991 and began trading on AIM in 2005, had discretionary funds under management (FUM) of £12.8bn as at 30 September 2018.
Brooks Macdonald offers a range of investment management services to private high net worth individuals, pension funds, institutions, charities and trusts. The Group also provides financial planning as well as offshore investment management and acts as fund manager to regulated OEICs providing specialist funds in the property and structured return sectors.
The Group has thirteen offices across the UK and the Channel Islands including London, East Anglia, Hampshire, Leamington Spa, Manchester, Taunton, Tunbridge Wells, York, Scotland, Wales, Jersey, and Guernsey.
LEI: 213800WRDF8LB8MIEX37