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17 Nov 2022 15:50
Close Brothers Group plc
AGM Results and Statement |
At the Annual General Meeting ("AGM") of Close Brothers Group plc (the "Company") held on 17th November 2022 at 11am, 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 17 were passed as ordinary resolutions. Resolutions 18 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 2022 Annual Report and Accounts | 123,966,989 | 100 | 426 | 0 | 123,967,415 | 82.39 | 340,635 |
2. | To approve the Directors' Remuneration Report (excluding the Directors' Remuneration Policy) for the financial year ended 31 July 2022 | 118,146,516 | 95.57 | 5,475,776 | 4.43 | 123,622,292 | 82.16 | 685,758 |
3. | To authorise the payment of a final dividend on the ordinary shares of 44.0 pence per share | 124,307,261 | 100 | 26 | 0 | 124,307,287 | 82.62 | 763 |
4. | To appoint Tracey Graham as a Director of the Company | 121,207,392 | 97.45 | 3,175,074 | 2.55 | 124,382,466 | 82.67 | 9,198 |
5. | To reappoint Mike Biggs as a Director of the Company | 119,303,229 | 95.91 | 5,082,606 | 4.09 | 124,385,835 | 82.67 | 5,829 |
6. | To reappoint Adrian Sainsbury as a Director of the Company | 124,140,376 | 99.80 | 245,622 | 0.20 | 124,385,998 | 82.67 | 5,666 |
7. | To reappoint Mike Morgan as a Director of the Company | 124,083,344 | 99.76 | 302,491 | 0.24 | 124,385,835 | 82.67 | 5,829 |
8. | To reappoint Oliver Corbett as a Director of the Company | 120,317,272 | 96.73 | 4,068,063 | 3.27 | 124,385,335 | 82.67 | 6,329 |
9. | To reappoint Peter Duffy as a Director of the Company | 120,553,915 | 97.57 | 3,001,680 | 2.43 | 123,555,595 | 82.12 | 836,069 |
10. | To reappoint Patricia Halliday as a Director of the Company | 121,384,531 | 97.59 | 3,000,535 | 2.41 | 124,385,066 | 82.67 | 6,598 |
11. | To reappoint Tesula Mohindra as a Director of the Company | 121,382,531 | 97.59 | 3,002,535 | 2.41 | 124,385,066 | 82.67 | 6,598 |
12. | To reappoint Mark Pain as a Director of the Company | 120,315,110 | 96.73 | 4,070,225 | 3.27 | 124,385,335 | 82.67 | 6,329 |
13. | To reappoint Sally Williams as a Director of the Company | 121,384,731 | 97.59 | 3,000,498 | 2.41 | 124,385,229 | 82.67 | 6,435 |
14. | To reappoint PricewaterhouseCoopers LLP as auditor of the Company | 123,461,914 | 99.32 | 841,488 | 0.68 | 124,303,402 | 82.62 | 4,648 |
15. | To authorise the Audit Committee, acting for and on behalf of the Board, to determine the remuneration of the auditor | 124,304,294 | 100.00 | 2,179 | 0.00 | 124,306,473 | 82.62 | 1,577 |
16. | To authorise the Board to allot shares in the Company and to grant rights to subscribe for or convert any security into shares (within prescribed limits) (see Notice) | 119,256,130 | 95.94 | 5,043,826 | 4.06 | 124,299,956 | 82.61 | 8,094 |
17. | To authorise the Board to allot shares in the Company and to grant rights to subscribe for or convert any security into shares in relation to any issue of AT1 securities (within prescribed limits) (see Notice) | 120,389,398 | 96.85 | 3,910,023 | 3.15 | 124,299,421 | 82.61 | 8,629 |
Special Resolutions | ||||||||
18. | That, if resolution 16 granting authority to allot shares is passed, the Board be given power to allot equity securities for cash up to an aggregate nominal amount equal to 5% of the Company's issued share capital (see Notice) | 121,512,406 | 97.76 | 2,787,463 | 2.24 | 124,299,869 | 82.61 | 8,181 |
19. | That, if resolution 16 granting authority to allot shares is passed, the Board be given power to allot equity securities for cash up to an aggregate nominal amount equal to a further 5% of the Company's issued share capital (see Notice) | 113,978,981 | 91.70 | 10,321,157 | 8.30 | 124,300,138 | 82.61 | 7,912 |
20. | That, if resolution 17 granting authority to allot AT1 securities is passed, the Board be given power to allot equity securities for cash (see Notice) | 120,350,631 | 96.82 | 3,948,972 | 3.18 | 124,299,603 | 82.61 | 8,447 |
21. | That the Company be authorised to make one or more market purchases of its ordinary shares of 25p each (see Notice) | 123,136,364 | 99.07 | 1,156,517 | 0.93 | 124,292,881 | 82.61 | 15,169 |
22. | That a general meeting other than an annual general meeting may be called on not less than 14 clear days' notice | 121,674,711 | 97.88 | 2,632,261 | 2.12 | 124,306,972 | 82.62 | 1,078 |
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 150,459,023 ordinary shares (excluding 1,601,267 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, Bridget Macaskill and Lesley Jones retire as directors and step down as Chairs of the Remuneration Committee and the Risk Committee respectively, with immediate effect.
Tracey Graham becomes Chair of the Remuneration Committee and Patricia Halliday, Chair of the Risk Committee, also with immediate effect. Their other committee memberships remain unchanged.
Enquiries: Penny Thomas, Company Secretary
07511211171
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 member of the FTSE 250.
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