5 May 2017 16:30
5 May 2017
CAPITAL & COUNTIES PROPERTIES PLC (the "Company")
RESOLUTIONS PASSED AT 2017 ANNUAL GENERAL MEETING
The results of the voting by poll on the resolutions put to the Company's Annual General Meeting held today 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 2016 | 666,574,329 | 100.00 | 4,145 | 0.00 | 668,765,665 | 79.04 | 2,187,191 |
2. To declare a final dividend of 1 pence per ordinary share | 666,167,638 | 99.66 | 2,304,774 | 0.34 | 668,765,665 | 79.04 | 293,253 |
3. To re-elect Ian Durant as a Director | 653,835,914 | 98.07 | 12,881,473 | 1.93 | 668,765,665 | 79.04 | 2,048,278 |
4. To re-elect Ian Hawksworth as a Director | 665,033,723 | 99.51 | 3,251,881 | 0.49 | 668,765,665 | 79.04 | 480,061 |
5. To elect Situl Jobanputra as a Director | 666,775,243 | 99.75 | 1,677,738 | 0.25 | 668,765,665 | 79.04 | 312,684 |
6. To re-elect Gary Yardley as a Director | 667,511,399 | 99.86 | 943,084 | 0.14 | 668,765,665 | 79.04 | 311,182 |
7. To re-elect Graeme Gordon as a Director | 664,302,307 | 99.38 | 4,150,674 | 0.62 | 668,765,665 | 79.04 | 312,684 |
8. To re-elect Gerry Murphy as a Director | 668,269,286 | 99.97 | 192,065 | 0.03 | 668,765,665 | 79.04 | 304,314 |
9. To re-elect Demetra Pinsent as a Director | 668,268,394 | 99.97 | 192,957 | 0.03 | 668,765,665 | 79.04 | 304,314 |
10. To re-elect Henry Staunton as a Director | 668,253,003 | 99.97 | 208,348 | 0.03 | 668,765,665 | 79.04 | 304,314 |
11. To re-elect Andrew Strang as a Director | 668,245,310 | 99.97 | 217,543 | 0.03 | 668,765,665 | 79.04 | 302,812 |
12. To re-elect Anthony Steains as a Director | 668,269,667 | 99.97 | 192,619 | 0.03 | 668,765,665 | 79.04 | 303,379 |
13. To re-appoint PricewaterhouseCoopers LLP as Auditors | 663,811,173 | 99.99 | 36,303 | 0.01 | 668,765,665 | 79.04 | 4,918,189 |
14. To authorise the Directors to determine the Auditors' remuneration | 668,459,603 | 100.00 | 12,799 | 0.00 | 668,765,665 | 79.04 | 293,263 |
15. To approve the Directors' Remuneration Policy for the year ended 31 December 2016 | 650,133,456 | 97.63 | 15,774,537 | 2.37 | 668,765,664 | 79.04 | 2,857,671 |
16. To approve the Directors' Remuneration Report for the year ended 31 December 2016 (other than the Remuneration Policy) | 659,192,161 | 98.65 | 9,000,884 | 1.35 | 668,765,574 | 79.04 | 572,529 |
17. To authorise the Directors to offer newly issued shares, instead of cash in respect of any dividends declared | 579,736,923 | 86.73 | 88,726,895 | 13.27 | 668,765,665 | 79.04 | 301,847 |
18. To authorise the Directors to allot the unissued share capital up to a specified amount (s.551) (Companies Act 2006) | 372,211,794 | 55.68 | 296,239,570 | 44.32 | 668,765,665 | 79.04 | 314,301 |
19. Special Resolution: To disapply pre-emption provisions of s.561(1) of the Companies Act up to a specified amount | 532,128,635 | 79.61 | 136,315,090 | 20.39 | 668,765,665 | 79.04 | 321,940 |
20. Special Resolution: To authorise the Company to purchase its own shares | 655,355,262 | 98.04 | 13,115,107 | 1.96 | 668,765,665 | 79.04 | 295,296 |
21. Special Resolution: To allow General Meetings (other than AGMs) to be held on 14 clear days' notice | 629,678,494 | 94.20 | 38,783,737 | 5.80 | 668,765,664 | 79.04 | 303,433 |
22. To approve the rules of the Performance Share Plan 2017 and authorise the Directors to carry into effect | 557,506,962 | 83.62 | 109,209,429 | 16.38 | 668,765,664 | 79.04 | 2,049,273 |
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: 846,123,217. Every shareholder has one vote for every ordinary share held.
Following the approval of the 2016 final dividend, it is confirmed that the scrip dividend alternative will be offered to shareholders in respect of the dividend.
The Board notes that, although resolutions 18 and 19 were passed with the requisite majorities, 44.32% and 20.39% respectively of votes received were against each resolution. This voting outcome reflects differing market practice between the UK and South Africa. 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. However, market practice for South African institutional shareholders is to vote on proposed allotments of shares on a case by case basis.
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 9184