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17 May 2019 15:21
Centaur Media plc
Incorporated in England and Wales
Registration number: 04948078
LEI: 2138005WK87G7DQRQI62
ISIN: GB0034291418
17 May 2019
Centaur Media Plc
Results of the 2019 Annual General Meeting
Centaur Media Plc (the "Company") announces that at its Annual General Meeting held at 12.30 pm today, Friday 17 May 2019, all resolutions were passed without amendment on a show of hands.
Results of the proxy votes received for each resolution are as follows:
Resolution | Number of votes for | Percentage of total votes cast | Number of votes against | Percentage of total votes cast | Number of votes withheld | Total number of shares over which proxy forms were submitted |
1. To receive the Company's annual accounts and the Directors' and Auditors' reports for the year ended 31 December 2018 | 116,788,109 | 100 | Nil | 0 | Nil | 116,788,109 |
2. To approve the Directors' remuneration report for the year ended 31 December 2018 | 116,764,376 | 99.98 | 20,500 | 0.02 | 3,233 | 116,788,109 |
3. To approve the Directors' remuneration policy | 102,537,475 | 87.80 | 14,247,400 | 12.20 | 3,233 | 116,788,109 |
4. To declare a final dividend of 1.5p per ordinary share | 116,788,109 | 100 | Nil | 0 | Nil | 116,788,109 |
5. To elect Colin Jones as a Director | 116,781,476 | 100 | Nil | 0 | 6,633 | 116,788,109 |
6. To re-elect William Eccleshare as a Director | 114,439,702 | 99.57 | 494,588 | 0.43 | 1,853,849 | 116,788,109 |
7. To re-elect Neil Johnson as a Director until he stands down on 30 June 2019 | 116,478,938 | 99.74 | 302,538 | 0.26 | 6,633 | 116,788,109 |
8. To re-elect Rebecca Miskin as a Director | 116,781,476 | 100 | Nil | 0 | 6,633 | 116,788,109 |
9. To re-elect Robert Boyle as a Director | 114,934,260 | 98.42 | 1,847,216 | 1.58 | 6,633 | 116,788,109 |
10. To re-elect Andria Vidler as a Director | 116,781,476 | 100 | Nil | 0 | 6,633 | 116,788,109 |
11. To re-elect Swagatam Mukerji as a Director | 116,769,638 | 99.99 | 11,838 | 0.01 | 6,633 | 116,788,109 |
12. To re-appoint Pricewaterhouse Coopers LLP as auditors to the Company | 116,763,792 | 99.99 | 22,684 | 0.01 | 1,633 | 116,788,109 |
13. To authorise the Audit Committee to fix auditors' remuneration | 111,748,925 | 95.69 | 5,039,184 | 4.31 | Nil | 116,788,109 |
14. To authorise the Directors to allot shares or grant subscription rights under section 551 Companies Act 2006 | 116,772,260 | 99.99 | 12,000 | 0.01 | 3,849 | 116,788,109 |
15. To disapply statutory pre-emption rights under section 570 Companies Act 2006 | 111,759,260 | 95.70 | 5,026,600 | 4.30 | 2,249 | 116,788,109 |
16. Additional authority to disapply statutory pre-emption rights under section 571 Companies Act 2006 | 111,757,627 | 95.70 | 5,026,600 | 4.30 | 3,882 | 116,788,109 |
17. To authorise the Company to make market purchases of its own ordinary shares under section 701 Companies Act 2006 | 116,780,760 | 99.99 | 3,500 | 0.01 | 3,849 | 116,788,109 |
18. To permit general meetings (other than an annual general meeting) to be called on 14 clear days' notice | 116,772,260 | 99.99 | 12,000 | 0.01 | 3,849 | 116,788,109 |
19. To approve the Centaur Media Plc 2019 Incentive Plan | 102,552,870 | 87.81 | 14,230,400 | 12.19 | 4,838 | 116,788,109 |
A copy of the resolutions passed at the Annual General Meeting (other than resolutions concerning ordinary business) has been submitted to the National Storage Mechanism in accordance with 9.6.2(R) of the Listing Rules and will shortly be available for inspection.
Notes:
(1) A "vote withheld" is not a vote in law and is not counted in the total number of votes cast for or against a resolution.
(2) Resolutions 1-14 and 19 were ordinary resolutions and resolutions 15-18 were special resolutions.
(3) There were 151,410,226 ordinary shares in issue in the Company including 6,964,613 treasury shares at 12.30 pm on 15 May 2019, the deadline for receipt of proxy votes. Therefore, the total voting rights in the Company at 12.30 pm on 15 May 2019, the deadline for receipt of proxy votes, was 144,445,613.
Name of contact and telephone number for queries:
Helen Silver
Company Secretary
020 7970 4000
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