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16 Nov 2017 17:00
Close Brothers Group plc
Results of 2017 Annual General Meeting held on Thursday 16 November 2017.
All resolutions were passed by the requisite majority by a poll vote; resolutions 1 to 16 as ordinary resolutions and resolutions 17 to 21 as special resolutions.
The following votes were cast in respect of the AGM resolutions:
|
Ordinary Resolutions | Total Votes For | % For | Total Votes Against | % Against | Total Votes Cast | % of Issued share capital | Votes Withheld |
1. | To receive and adopt the 2017 Annual Report and Accounts and the Auditor's Report | 119,207,016 | 99.93% | 78,309 | 0.07% | 119,285,325 | 78.60% | 161,566 |
2. | To approve the Directors' Remuneration Report for the financial year ended 31 July 2017 | 115,902,091 | 99.23% | 896,955 | 0.77% | 116,799,046 | 76.96% | 2,647,845 |
3. | To approve the Directors' Remuneration Policy contained in the Directors' Remuneration Report | 115,948,606 | 97.08% | 3,487,263 | 2.92% | 119,435,869 | 78.70% | 11,022 |
4. | To authorise the payment of a final dividend on the ordinary shares of 40p per share for the year ended 31 July 2017 | 119,446,371 | 100.00% | 520 | 0.00% | 119,446,891 | 78.70% | 0 |
5. | To reappoint Mike Biggs as a director | 115,739,711 | 96.90% | 3,702,505 | 3.10% | 119,442,216 | 78.70% | 4,675 |
6. | To reappoint Preben Prebensen as a director | 118,708,694 | 99.39% | 733,522 | 0.61% | 119,442,216 | 78.70% | 4,675 |
7. | To reappoint Jonathan Howell as a director | 118,609,348 | 99.30% | 834,018 | 0.70% | 119,443,366 | 78.70% | 3,525 |
8. | To reappoint Elizabeth Lee as a director | 118,696,664 | 99.38% | 736,230 | 0.62% | 119,432,894 | 78.69% | 13,997 |
9. | To reappoint Oliver Corbett as a director | 119,007,115 | 99.64% | 434,801 | 0.36% | 119,441,916 | 78.70% | 4,975 |
10. | To reappoint Geoffrey Howe as a director | 119,001,752 | 99.64% | 428,812 | 0.36% | 119,430,564 | 78.69% | 16,327 |
11. | To reappoint Lesley Jones as a director | 119,016,607 | 99.64% | 426,459 | 0.36% | 119,443,066 | 78.70% | 3,825 |
12. | To reappoint Bridget Macaskill as a director | 118,657,639 | 99.35% | 775,575 | 0.65% | 119,433,214 | 78.69% | 13,677 |
13. | To appoint PricewaterhouseCoopers LLP as auditor | 119,399,426 | 99.97% | 37,602 | 0.03% | 119,437,028 | 78.70% | 9,863 |
14. | To authorise the directors to determine the remuneration of the auditor | 119,413,001 | 99.97% | 31,320 | 0.03% | 119,444,321 | 78.70% | 2,570 |
15. | If resolution 3 is passed, to approve the updated Close Brothers Omnibus Share Incentive Plan | 116,008,935 | 97.13% | 3,422,325 | 2.87% | 119,431,260 | 78.69% | 15,631 |
16. | To authorise the Board to allot shares and to grant rights to subscribe for or convert any security into shares (within prescribed limits) | 114,459,624 | 95.83% | 4,978,135 | 4.17% | 119,437,759 | 78.70% | 9,132 |
Special Resolutions | ||||||||
17. | That, if resolution 16 is passed, pre-emption rights are disapplied in relation to allotments of equity securities up to 5% of issued share capital | 118,911,446 | 99.56% | 525,763 | 0.44% | 119,437,209 | 78.70% | 9,682 |
18. | That, if resolution 16 is passed, pre-emption rights are disapplied in relation to allotments of equity securities up to a further 5% of issued share capital | 101,927,202 | 85.34% | 17,510,007 | 14.66% | 119,437,209 | 78.70% | 9,682 |
19. | That the Company be generally and unconditionally authorised to make market purchases of its own shares (within prescribed limits) | 116,535,832 | 97.59% | 2,883,047 | 2.41% | 119,418,879 | 78.68% | 162,916 |
20. | That a general meeting except an AGM may be called on not less than 14 clear days' notice | 116,208,593 | 97.31% | 3,215,420 | 2.69% | 119,424,013 | 78.69% | 22,878 |
21. | That, subject to Court approval, £307,762,365.31 standing to the credit of the share premium account be cancelled and credited to distributable profits | 119,437,872 | 100.00% | 1,728 | 0.00% | 119,439,600 | 78.70% | 7,291 |
NOTES:
1. 'Total Votes For' include votes recorded as at the discretion of the appointed proxy.
2. The 'vote withheld' option was provided to enable shareholders to refrain from voting on any particular resolution. A vote withheld is not a vote in law and has not been counted in the calculation of the proportion of the vote 'For' and 'Against' a resolution.
3. At the date of the AGM the issued share capital of the Company was 151,770,022 ordinary shares (excluding 290,268 treasury shares).
4. The full text of the resolutions is detailed in the Notice of Meeting to be found on the Company website at
www.closebrothers.com/investor-relations/shareholder-information/annual-general-meeting
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