3 May 2019 16:15
3 May 2019
CAPITAL & COUNTIES PROPERTIES PLC (the "Company")
RESOLUTIONS PASSED AT 2019 ANNUAL GENERAL MEETING
The results of the voting by poll on the resolutions put to the Company's 2019 Annual General Meeting held on 3 May 2019 are as follows:
Resolutions | For: | % | Against: | % | Total votes cast: | % of issued share capital | Withheld: |
1. To receive the accounts and reports of the Directors and the Auditors for the year ended 31 December 2018 | 677,475,714 | 100.00% | 2,397 | 0.00%
| 677,478,111 | 79.63% | 1,054,721 |
2. To declare a final dividend of 1 pence per ordinary share | 677,916,595 | 100.00% | 1,947 | 0.00% | 677,918,542 | 79.68% | 614,290 |
3. To re-elect Henry Staunton as a Director | 643,056,664 | 94.86% | 34,851,489 | 5.14% | 677,908,153 | 79.68% | 624,678 |
4. To re-elect Ian Hawksworth as a Director | 667,619,510 | 98.48% | 10,288,644 | 1.52% | 677,908,154 | 79.68% | 624,678 |
5. To re-elect Situl Jobanputra as a Director | 676,717,563 | 99.83% | 1,181,741 | 0.17% | 677,899,304 | 79.68% | 633,528 |
6. To re-elect Gary Yardley as a Director | 677,006,959 | 99.87% | 901,195 | 0.13% | 677,908,154 | 79.68% | 624,678 |
7. To re-elect Charlotte Boyle as a Director | 660,662,725 | 97.46% | 17,245,429 | 2.54% | 677,908,154 | 79.68% | 624,678 |
8. To elect Jonathan Lane as a Director | 676,641,143 | 99.81% | 1,258,641 | 0.19% | 677,899,784 | 79.68% | 633,048 |
9. To re-elect Gerry Murphy as a Director | 669,780,997 | 98.80% | 8,127,157 | 1.20% | 677,908,154 | 79.68% | 624,678 |
10. To re-elect Anthony Steains as a Director | 676,183,027 | 99.75% | 1,725,127 | 0.25% | 677,908,154 | 79.68% | 624,678 |
11. To re-elect Andrew Strang as a Director | 668,810,903 | 98.66% | 9,088,881 | 1.34% | 677,899,784 | 79.68% | 633,048 |
12. To re-appoint PricewaterhouseCoopers LLP as Auditors | 670,609,242 | 98.92% | 7,295,972 | 1.08% | 677,905,214 | 79.68% | 627,617 |
13. To authorise the Directors to determine the Auditors' remuneration | 665,108,132 | 98.11% | 12,803,415 | 1.89% | 677,911,547 | 79.68% | 621,285 |
14. To approve the Directors' Remuneration Report for the year ended 31 December 2018 (other than the Directors' Remuneration Policy) | 546,536,108 | 80.85% | 129,463,888 | 19.15% | 675,999,996 | 79.45% | 2,532,835 |
15. To authorise the Directors to allot the unissued share capital up to a specified amount (s.551) (Companies Act 2006) | 437,893,868 | 64.59% | 240,020,755 | 35.41% | 677,914,623 | 79.68% | 618,208 |
16. Special Resolution: To disapply pre-emption provisions of s.561(1) of the Companies Act 2006 up to a specified amount | Resolution was withdrawn | ||||||
17. Special Resolution: To authorise the Company to purchase its own shares | 658,734,090 | 97.19% | 19,079,835 | 2.81% | 677,813,925 | 79.67% | 718,906 |
18. Special Resolution: To allow General Meetings (other than AGMs) to be held on 14 clear days' notice | 632,259,571 | 93.27% | 45,647,291 | 6.73% | 677,906,862 | 79.68% | 625,970 |
Notes:
1. Any proxy appointments which gave discretion to the Chairman 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 the votes for or against a resolution.
3. Total voting rights of shares in issue: 850,820,151. Every shareholder has one vote for every ordinary share held.
As announced on 27 February 2019, Graeme Gordon stepped down from the Board at the conclusion of the Annual General Meeting.
The Board notes that although resolution 15 was passed with the requisite majority, 35.41% of votes received were against the resolution. This voting outcome reflects differing market practice between the UK and South Africa, where shareholders usually approve more restricted levels of authority to issue shares, and prefer to vote on proposed allotments of shares on a case by case basis. In addition, resolution 16 was withdrawn as there was narrowly insufficient support for the resolution based on proxy votes received before the time of the meeting.
The Company has consulted regularly with its larger international shareholders on this matter, however many institutions operate under policies that do not permit this level of authority to be supported, although a number of our shareholders do understand the Company's position. As a UK premium listed company, the Board considers it appropriate to seek authorities in line with the Investment Association's Share Capital Management Guidelines, to allow the Company to respond to market developments and to enable allotments to take place to finance business opportunities as they arise. The Board will continue to engage with our international shareholders on this topic, however as the voting outcome reflects the difficulty in balancing the expectations of different markets, it is likely that there will continue to be significant votes against these resolutions.
In accordance with paragraph 9.6.2 of the Listing Rules, copies of the resolutions passed at the meeting, other than resolutions concerning ordinary business, have been submitted to the National Storage Mechanism and will shortly be available for inspection at: http://www.morningstar.co.uk/uk/NSM
Enquiries:
Ruth Pavey
Company Secretary
Telephone +44 20 3214 9170