Last checked at 9 Jul 2019 14:49
09 July 2019
N BROWN GROUP PLC - RESULTS OF AGM
The Board of Directors of N Brown Group plc (the "Company") announces the results of voting on the resolutions put to shareholders at its Annual General Meeting (the "AGM") held on Tuesday 09 July 2019. Details of the resolutions are set out in full in the Notice of AGM circulated to shareholders on 31 May 2019. Copies are available to view and download on the Company's corporate website: https://www.nbrown.co.uk/investors/shareholder-information/agm
Voting at the AGM was conducted on a show of hands. All resolutions were passed by the required majority.
Resolutions 1 to 15 (inclusive) were passed as ordinary resolutions and resolutions 16 and 17 were passed as special resolutions.
As the Company has a controlling shareholder, Lord Alliance of Manchester CBE, as defined in the Financial Conduct Authority's Listing Rules, each resolution to re-elect an Independent Non-Executive Director (resolutions 6, 8, 9, 10, 11 and 12) has been approved by a majority of votes cast by:
- The shareholders of the Company as a whole; and
- The independent shareholders of the Company.
The results of votes cast by proxy for each resolution were as follows:
Resolution | Votes for | % | Votes against | % | Total votes | % of ISC* voted | Votes withheld |
1 | 204,640,776 | 100.00 | 1,500 | 0.00 | 204,642,276 | 71.77% | 83,782 |
2 | 177,995,722 | 99.60 | 706,951 | 0.40 | 178,702,673 | 62.67% | 26,023,384 |
3 | 204,028,327 | 99.66 | 687,498 | 0.34 | 204,715,825 | 71.79% | 10,233 |
4 | 204,718,559 | 100.00 | 0 | 0.00 | 204,718,559 | 71.79% | 7,499 |
5 | 203,309,521 | 99.91 | 186,632 | 0.09 | 203,496,153 | 71.36% | 1,229,905 |
6** | 203,209,307 | 99.86 | 283,922 | 0.14 | 203,493,229 | 71.36% | 1,232,828 |
7 | 203,284,269 | 99.90 | 211,971 | 0.10 | 203,496,240 | 71.36% | 1,229,818 |
8** | 202,412,091 | 99.47 | 1,081,138 | 0.53 | 203,493,229 | 71.36% | 1,232,828 |
9** | 203,280,259 | 99.89 | 215,971 | 0.11 | 203,496,230 | 71.36% | 1,229,828 |
10** | 202,629,314 | 99.58 | 860,829 | 0.42 | 203,490,143 | 71.36% | 1,235,915 |
11** | 203,261,690 | 99.89 | 228,452 | 0.11 | 203,490,142 | 71.36% | 1,235,915 |
12** | 202,470,840 | 99.50 | 1,022,303 | 0.50 | 203,493,143 | 71.36% | 1,232,915 |
13 | 202,565,988 | 99.55 | 925,655 | 0.45 | 203,491,643 | 71.36% | 1,234,415 |
14 | 183,123,503 | 99.64 | 656,187 | 0.36 | 183,779,690 | 64.45% | 20,946,367 |
15 | 204,357,905 | 99.83 | 355,290 | 0.17 | 204,713,195 | 71.79% | 12,863 |
16 | 203,484,226 | 99.40 | 1,232,969 | 0.60 | 204,717,195 | 71.79% | 8,863 |
17 | 202,029,584 | 98.68 | 2,696,474 | 1.32 | 204,726,058 | 71.80% | 0 |
* Issued Share Capital
** Independent Non-Executive Director
The results cast by proxy from independent shareholders on the resolutions concerning the re-election of the independent Non-Executive Directors were as follows:
Resolution | Votes for | % | Votes against | % | Total votes | % of ISC* voted | Votes withheld |
6 - to re-elect Matt Davies | 146,509,179 | 99.81% | 283,922 | 0.19% | 146,793,101 | 51.48% | 1,232,828 |
8 - to re-elect Ron McMillan | 145,711,963 | 99.26% | 1,081,138 | 0.74% | 146,793,101 | 51.48% | 1,232,828 |
9 - to re-elect Lesley Jones | 146,580,131 | 99.85% | 215,971 | 0.15% | 146,796,102 | 51.48% | 1,229,828 |
10 - to re-elect Richard Moross | 145,929,186 | 99.41% | 860,829 | 0.59% | 146,790,015 | 51.48% | 1,235,915 |
11 - to re-elect Michael Ross | 146,561,562 | 99.84% | 228,452 | 0.16% | 146,790,014 | 51.48% | 1,235,915 |
12 - to re-elect Gill Barr | 145,770,712 | 99.30% | 1,022,303 | 0.70% | 146,793,015 | 51.48% | 1,232,915 |
* Issued Share Capital
Notes:
1. As at the date of the AGM, the Company had 285,153,619 ordinary shares in issue. The Company did not hold any shares in treasury and therefore the number of total voting rights as at the date of the AGM was 285,153,619.
2. The scrutineer of the voting was Link Asset Services, the Company's Share Registrar.
3. Note that a 'vote withheld' is not a vote in law and such votes have not been included in the calculation of votes 'for' and 'against' each resolution. Proxy appointments which gave discretion to the Chairman have been included in the 'for' total above.
In accordance with Listing Rule 9.6.2, copies of the resolutions which constitute special business at the AGM (being resolutions 16 and 17) will be submitted to the National Storage Mechanism and will shortly be available for inspection at www.morningstar.co.uk/uk/nsm
A copy of this announcement has been posted on the Company's corporate website: https://www.nbrown.co.uk/investors/shareholder-information/agm
For enquiries, please contact: Theresa Casey, Company Secretary and General Counsel, N Brown Group Plc
Tel: +44 (0)161 238 2298
Registered office:
Griffin House
40 Lever Street
Manchester
M60 6ES