Last checked at 5 May 2022 16:47
5 MAY 2022
Costain Group PLC
(the "Company")
RESULTS OF 2022 AGM
At the Company's Annual General Meeting held on 5 May 2022 (the "AGM"), the resolutions set out in the Notice of Meeting, circulated to shareholders on 30 March 2022, were passed by the requisite majorities. Resolutions 1 to 16 were passed as ordinary resolutions and Resolutions 17 to 21 were passed as special resolutions.
As at 6.30pm on 3 May 2022, the number of issued shares in the Company was 274,949,741 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 EQ, the Company's registrar, acted as scrutineer are as follows:
RESOLUTION
| NUMBER OF VOTES FOR | % of Votes Cast | NUMBER OF VOTES AGAINST | % of Votes Cast | TOTAL VOTES CAST | % of Issued Share Capital Voted
| NUMBER OF VOTES WITHHELD |
Resolution 1 Receive the 2021 Annual Report and Accounts
| 177,614,044 | 99.98 | 37,637 | 0.02 | 177,651,681 | 64.61% | 50,206 |
Resolution 2 Approve the Directors' Remuneration Report
| 132,739,031 | 87.94 | 18,199,623 | 12.06 | 150,938,654 | 54.90% | 26,763,213 |
Resolution 3 Re-elect Paul Golby
| 176,507,077 | 99.35 | 1,147,064 | 0.65 | 177,654,141 | 64.61% | 47,726 |
Resolution 4 Re-elect Alex Vaughan
| 177,325,773 | 99.82 | 318,645 | 0.18 | 177,644,418 | 64.61% | 57,449 |
Resolution 5 Re-elect Helen Willis
| 177,352,265 | 99.84 | 288,015 | 0.16 | 177,640,280 | 64.61% | 61,587 |
Resolution 6 Re-elect Bishoy Azmy
| 176,817,260 | 99.54 | 811,437 | 0.46 | 177,628,697 | 64.60% | 73,170 |
Resolution 7 Elect Neil Crockett
| 177,367,239 | 99.86 | 255,785 | 0.14 | 177,623,024 | 64.60% | 78,843 |
Resolution 8 Re-elect Jacqueline de Rojas
| 176,576,020 | 99.40 | 1,064,415 | 0.60 | 177,640,435 | 64.61% | 61,432 |
Resolution 9 Re-elect Tony Quinlan
| 176,865,567 | 99.56 | 773,523 | 0.44 | 177,639,090 | 64.61% | 62,777 |
Resolution 10 Elect Fiona MacAulay
| 165,422,109 | 93.12 | 12,217,053 | 6.88 | 177,639,162 | 64.61% | 62,705 |
Resolution 11 Re-appoint PwC as auditor
| 177,103,443 | 99.84 | 288,742 | 0.16 | 177,392,185 | 64.52% | 309,682 |
Resolution 12 Authorise the auditor's remuneration
| 177,511,256 | 99.92 | 139,512 | 0.08 | 177,650,768 | 64.61% | 51,119 |
Resolution 13 Authorise political donations
| 158,424,203 | 89.19 | 19,206,367 | 10.81 | 177,630,570 | 64.60% | 71,297 |
Resolution 14 Authorise the allotment of shares
| 177,151,660 | 99.75 | 451,709 | 0.25 | 177,603,369 | 64.59% | 98,498 |
Resolution 15 Authorise renewal of the Scrip Dividend Scheme
| 177,341,314 | 99.83 | 309,231 | 0.17 | 177,650,545 | 64.61% | 51,322 |
Resolution 16 Approve the Costain 2022 Sharesave Plan
| 177,162,063 | 99.72 | 498,560 | 0.28 | 177,660,623 | 64.62% | 41,244 |
Resolution 17 Approve the disapplication of pre-emption rights (general)
| 173,138,405 | 97.47 | 4,492,674 | 2.53 | 177,631,079 | 64.60% | 70,788 |
Resolution 18 Approve the disapplication of pre-emption rights (acquisition or capital investment)
| 173,174,824 | 97.50 | 4,448,602 | 2.50 | 177,623,426 | 64.60% | 78,441 |
Resolution 19 Authorise the purchase of own shares
| 177,373,646 | 99.84 | 286,499 | 0.16 | 177,660,145 | 64.62% | 41,722 |
Resolution 20 Adopt new Articles of Association
| 177,160,512 | 99.86 | 245,781 | 0.14 | 177,406,293 | 64.52% | 295,574 |
Resolution 21 Approve the holding of General Meetings (other than AGMs) on 14 clear days' notice
| 176,808,261 | 99.51 | 866,505 | 0.49 | 177,674,766 | 64.62% | 27,101 |
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 Chair have been included in the 'For' totals.
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 shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism. In addition, copies of these resolutions will also be filed with Companies House.
The results of the 2022 AGM will be available to view on the Company's website at www.costain.com.
ENQUIRIES
Investors and analysts
Louise Bryant, Costain +44 7813 210 809
Financial media - Headland costain@headlandconsultancy.com
Andy Rivett-Carnac +44 7968 997 365