Last checked at 8 May 2018 16:29
Costain Group PLC
(the "Company")
Results of 2018 AGM
At the Company's Annual General Meeting held on 08 May 2018 (the "AGM"), the resolutions set out in the Notice of Meeting, circulated to shareholders on 16 March 2018, were passed by the requisite majorities. Resolutions 1 to 10 were passed as ordinary resolutions and Resolutions 11 to 14 were passed as special resolutions.
As at 6.30pm on 04 May 2018, the number of issued shares in the Company was 106,140,137 ordinary shares, which was the total number of shares entitling the holders to attend and vote for or against all the resolutions at the AGM. In accordance with the Company's Articles of Association, the resolutions were put to the meeting on a poll in which every member present in person or by proxy had one vote for every share held.
The poll results, on which Equiniti, the Company's registrar, acted as scrutineer, are as follows:
RESOLUTION
| VOTES FOR | % of Votes Cast | VOTES AGAINST | % of Votes Cast | TOTAL VOTES CAST | % of Voting Capital | VOTES WITHHELD |
Resolution 1 Approve the 2017 Annual Report and Accounts
| 70,062,106 | 99.99 | 7,983 | 0.01 | 70,070,089 | 66.02% | 325,010 |
Resolution 2 Approve the Directors' Remuneration Report
| 69,727,769 | 99.58 | 292,962 | 0.42 | 70,020,731 | 65.97% | 374,367 |
Resolution 3 Approve the 2017 final dividend
| 70,382,123 | 99.99 | 5,307 | 0.01 | 70,387,430 | 66.32% | 7,669 |
Resolution 4 Elect Ms Jacqueline de Rojas
| 70,189,234 | 99.75 | 177,408 | 0.25 | 70,366,642 | 66.30% | 28,457 |
Resolution 5 Re-elect Mr Andrew Wyllie
| 70,209,433 | 99.75 | 177,898 | 0.25 | 70,387,331 | 66.32% | 7,768 |
Resolution 6 Re-elect Mr David McManus
| 49,715,833 | 74.24 | 17,255,010 | 25.76 | 66,970,843 | 63.10% | 3,424,255 |
Resolution 7 Re-appoint PwC as auditors
| 70,235,027 | 99.90 | 68,147 | 0.10 | 70,303,174 | 66.24% | 90,925 |
Resolution 8 Authorise the auditors' remuneration
| 70,331,514 | 99.94 | 41,427 | 0.06 | 70,372,941 | 66.30% | 22,158 |
Resolution 9 Authorise the allotment of shares
| 69,860,367 | 99.26 | 522,960 | 0.74 | 70,383,327 | 66.31% | 11,772 |
Resolution 10 Authorise political donations
| 66,868,425 | 95.04 | 3,487,030 | 4.96 | 70,355,455 | 66.29% | 39,644 |
RESOLUTION
| VOTES FOR | % of Votes Cast | VOTES AGAINST | % of Votes Cast | TOTAL VOTES CAST | % of Voting Capital | VOTES WITHHELD |
Resolution 11 Approve the disapplication of pre-emption rights (general)
| 70,161,215 | 99.76 | 166,151 | 0.24 | 70,327,366 | 66.26% | 67,733 |
Resolution 12 Approve the disapplication of pre-emption rights (acquisition or capital investment)
| 68,532,277 | 97.44 | 1,799,614 | 2.56 | 70,331,891 | 66.26% | 63,207 |
Resolution 13 Approve the purchase of own shares
| 69,820,521 | 99.38 | 435,250 | 0.62 | 70,255,771 | 66.19% | 139,327 |
Resolution 14 Approve the holding of General Meetings on 14 clear days' notice
| 69,117,090 | 98.19 | 1,275,403 | 1.81 | 70,392,493 | 66.32% | 2,606 |
Notes:
1. There were no restrictions on shareholders to cast votes on any of the resolutions proposed at the AGM.
2. Percentages are expressed as a proportion of the total votes cast (which does not include votes withheld).
3. A vote withheld is not a vote in law and is not included in the calculation of the votes 'For' or 'Against' the resolutions, nor the total votes cast.
4. Any proxy appointments which gave discretion to the Chairman have been included in the 'For' totals.
The Board notes the result of resolution 6. The Board takes seriously any concerns regarding over-boarding and will engage with shareholders to understand and discuss any concerns they may have. However, the Board believes that Mr McManus is able to discharge his role effectively as has been the case since his appointment.
In accordance with Listing Rule 9.6.2R, copies of all resolutions passed at the AGM today, other than those concerning ordinary business, will be submitted to the National Storage Mechanism, where they will be available for inspection in due course at www.morningstar.co.uk/uk/nsm.aspx. In addition, copies of these resolutions will also be filed with Companies House.
The results of the 2018 AGM will be available to view on the Company's website at www.Costain.com
08 May 2018
ENQUIRIES:
Costain Group PLC | Tel: 01628 842 444 |
Tracey Wood |
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Company Secretary |
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Instinctif Partners | Tel: 020 7457 2020 |
Mark Garraway |
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James Gray |
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