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16 Nov 2023 15:00
Close Brothers Group plc
AGM Results and Statement |
At the Annual General Meeting ("AGM") of Close Brothers Group plc (the "Company") held on 16 November 2023 at 11.00am, all resolutions put to shareholders were duly passed on a poll with the required majorities. The full text of each resolution is contained in the Notice of Annual General Meeting (the "Notice"). Resolutions 1 to 16 were passed as ordinary resolutions. Resolutions 17 to 22 were passed as special resolutions.
The following votes were cast in respect of the AGM resolutions:
|
| Total Votes For | % For | Total Votes Against | % Against | Total Votes Cast | % of Issued Share Capital Voted | Votes Withheld |
Ordinary Resolutions | ||||||||
1. | To receive and adopt the Company's 2023 Annual Report and Accounts. | 123,592,131 | 100.00 | 1,752 | 0.00 | 123,593,883 | 82.14% | 269,181 |
2. | To approve the Directors' Remuneration Report for the financial year ended 31 July 2023. | 118,111,830 | 95.36 | 5,740,696 | 4.64 | 123,852,526 | 82.31% | 10,040 |
3. | To authorise the payment of a final dividend of 45.0 pence per share. | 122,711,082 | 99.07 | 1,147,646 | 0.93 | 123,858,728 | 82.31% | 4,336 |
4. | To elect Kari Hale as a Director of the Company. | 123,840,219 | 99.99 | 7,259 | 0.01 | 123,847,478 | 82.31% | 15,088 |
5. | To re-elect Mike Biggs as a Director of the Company. | 115,926,982 | 93.60 | 7,922,972 | 6.40 | 123,849,954 | 82.31% | 12,612 |
6. | To re-elect Adrian Sainsbury as a Director of the Company. | 123,840,087 | 99.99 | 13,189 | 0.01 | 123,853,276 | 82.31% | 9,290 |
7. | To re-elect Mike Morgan as a Director of the Company. | 123,792,215 | 99.95 | 56,881 | 0.05 | 123,849,096 | 82.31% | 13,470 |
8. | To re-elect Peter Duffy as a Director of the Company | 117,086,982 | 95.24 | 5,849,971 | 4.76 | 122,936,953 | 81.70% | 925,613 |
9. | To re-elect Tracey Graham as a director of the Company. | 122,920,170 | 99.25 | 928,835 | 0.75 | 123,849,005 | 82.31% | 13,561 |
10. | To re-elect Patricia Halliday as a Director of the Company. | 119,287,127 | 96.32 | 4,551,647 | 3.68 | 123,838,774 | 82.30% | 23,792 |
11. | To re-elect Tesula Mohindra as a Director of the Company. | 119,295,241 | 96.33 | 4,551,215 | 3.67 | 123,846,456 | 82.31% | 16,110 |
12. | To re-elect Mark Pain as a Director of the Company. | 118,382,446 | 95.59 | 5,465,627 | 4.41 | 123,848,073 | 82.31% | 14,493 |
13. | To re-elect Sally Williams as a Director of the Company. | 119,295,981 | 96.32 | 4,554,994 | 3.68 | 123,850,975 | 82.31% | 11,591 |
14. | To reappoint PricewaterhouseCoopers LLP as auditor of the Company. | 122,539,793 | 98.94 | 1,313,260 | 1.06 | 123,853,053 | 82.31% | 10,011 |
15. | To authorise the Audit Committee (on behalf of the Board) to determine the remuneration of the auditor. | 123,830,267 | 99.98 | 25,995 | 0.02 | 123,856,262 | 82.31% | 6,802 |
16. | To authorise the Board to allot shares in the Company and to grant rights to subscribe for or convert any security into shares (see Notice). | 115,121,051 | 92.95 | 8,732,066 | 7.05 | 123,853,117 | 82.31% | 9,449 |
Special Resolutions | ||||||||
17. | To authorise the Board to allot shares in connection with AT1 Securities (see Notice). | 116,972,450 | 94.45 | 6,877,176 | 5.55 | 123,849,626 | 82.31% | 12,940 |
18. | That, subject to the passing of Resolution 16 the Board be given power to disapply pre-emption rights up to 5% (see Notice). | 118,271,193 | 95.49 | 5,580,923 | 4.51 | 123,852,116 | 82.31% | 10,948 |
19. | That, subject to the passing of Resolution 16 the Board be given power to disapply pre-emption rights up to an additional 5% in connection with an acquisition or other capital investment (see Notice). | 115,805,282 | 93.50 | 8,045,846 | 6.50 | 123,851,128 | 82.31% | 11,936 |
20. | That, subject to the passing of Resolution 17 the Board be given authority to disapply pre-emption rights in connection with AT1 Securities (see Notice). | 116,950,584 | 94.43 | 6,900,667 | 5.57 | 123,851,251 | 82.31% | 11,813 |
21. | That the Company be authorised to make one or more market purchases of its ordinary shares of 25p each (see Notice). | 122,525,232 | 98.94 | 1,316,217 | 1.06 | 123,841,449 | 82.30% | 21,615 |
22. | That a general meeting other than an annual general meeting may be called on not less than 14 clear days' notice. | 117,206,367 | 94.63 | 6,648,151 | 5.37 | 123,854,518 | 82.31% | 8,546 |
NOTES:
1. 'Total Votes For' include votes recorded as at the discretion of the Chairman of the meeting.
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. For the purposes of the AGM, the issued share capital of the Company was 150,472,242 ordinary shares (excluding 1,588,048 treasury shares).
4. The full text of the resolutions is detailed in the Notice available on the Company website at www.closebrothers.com/investor-relations/shareholder-information/annual-general-meeting.
Change of Committee Chairs
In accordance with Listing Rule 9.6.11, Close Brothers also announces that, following the AGM, Oliver Corbett has retired as a director of the Company and has stepped down as Chair of the Audit Committee with effect from 16 November 2023.
Kari Hale becomes Chair of the Audit Committee with effect from 16 November 2023. His other committee memberships remain unchanged.
Enquiries: Sarah Peazer-Davies, Company Secretary
020 3837 6482
About Close Brothers
Close Brothers is a leading UK merchant banking group providing lending, deposit taking, wealth management services and securities trading. We employ approximately 4,000 people, principally in the United Kingdom and Ireland. Close Brothers Group plc is listed on the London Stock Exchange and is a constituent of the FTSE 250.
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