Last checked at 7 May 2019 16:50
Costain Group PLC
(the "Company")
Results of 2019 AGM
At the Company's Annual General Meeting held on 7 May 2019 (the "AGM"), the resolutions set out in the Notice of Meeting, circulated to shareholders on 22 March 2019, were passed by the requisite majorities. Resolutions 1 to 14 were passed as ordinary resolutions and Resolutions 15 to 19 were passed as special resolutions.
As at 6.30pm on 3 May 2019, the number of issued shares in the Company was 107,701,598 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
| NUMBER OF VOTES FOR | % of Votes Cast | NUMBER OF VOTES AGAINST | % of Votes Cast | TOTAL VOTES CAST | % of Voting Capital | NUMBER OF VOTES WITHHELD |
Resolution 1 Receive the 2018 Annual Report and Accounts
| 76,529,551 | 100.00 | 3,170 | 0.00 | 76,532,721 | 71.06% | 391,404 |
Resolution 2 Approve the Directors' Remuneration Report
| 73,020,938 | 99.73 | 201,243 | 0.27 | 73,222,181 | 67.99% | 3,701,942 |
Resolution 3 Declare the 2018 final dividend
| 76,918,553 | 100.00 | 3,167 | 0.00 | 76,921,720 | 71.42% | 2,405 |
Resolution 4 Re-elect Dr Paul Golby
| 76,548,780 | 99.53 | 358,280 | 0.47 | 76,907,060 | 71.41% | 17,064 |
Resolution 5 Re-elect Mr Anthony Bickerstaff
| 76,734,850 | 99.77 | 173,339 | 0.23 | 76,908,189 | 71.41% | 15,936 |
Resolution 6 Re-elect Ms Jane Lodge
| 69,336,742 | 94.25 | 4,230,273 | 5.75 | 73,567,015 | 68.31% | 3,357,109 |
Resolution 7 Re-elect Ms Alison Wood
| 73,348,281 | 99.70 | 218,562 | 0.30 | 73,566,843 | 68.31% | 3,357,281 |
Resolution 8 Re-elect Mr David McManus
| 76,324,746 | 99.24 | 585,989 | 0.76 | 76,910,735 | 71.41% | 13,390 |
Resolution 9 Re-elect Ms Jacqueline de Rojas
| 76,697,748 | 99.72 | 212,672 | 0.28 | 76,910,420 | 71.41% | 13,705 |
Resolution 10 Re-appoint PwC as auditor
| 76,772,468 | 99.93 | 57,224 | 0.07 | 76,829,692 | 71.34% | 94,433 |
Resolution 11 Authorise the auditor's remuneration
| 76,870,496 | 99.96 | 32,004 | 0.04 | 76,902,500 | 71.40% | 21,625 |
Resolution 12 Authorise political donations
| 73,645,578 | 95.78 | 3,245,379 | 4.22 | 76,890,957 | 71.39% | 33,168 |
Resolution 13 Authorise the allotment of shares
| 76,442,492 | 99.39 | 469,593 | 0.61 | 76,912,085 | 71.41% | 12,040 |
Resolution 14 Approve the renewal of Scrip Dividend Scheme
| 76,890,879 | 99.97 | 23,977 | 0.03 | 76,914,856 | 71.41% | 9,269 |
Resolution 15 Approve the disapplication of pre-emption rights (general)
| 76,736,561 | 99.81 | 144,645 | 0.19 | 76,881,206 | 71.38% | 42,899 |
Resolution 16 Approve the disapplication of pre-emption rights (acquisition or capital investment)
| 75,538,427 | 98.25 | 1,343,554 | 1.75 | 76,881,981 | 71.38% | 42,123 |
Resolution 17 Authorise the purchase of own shares
| 76,373,812 | 99.46 | 413,029 | 0.54 | 76,786,841 | 71.30% | 137,283 |
Resolution 18 Adopt new Articles of Association
| 76,446,654 | 99.95 | 35,659 | 0.05 | 76,482,313 | 71.01% | 441,790 |
Resolution 19 Approve the holding of General Meetings (not AGMs) on 14 clear days' notice
| 75,882,472 | 98.66 | 1,031,107 | 1.34 | 76,913,579 | 71.41% | 10,546 |
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.
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 www.morningstar.co.uk/uk/nsm.aspx. In addition, copies of these resolutions will also be filed with Companies House.
The results of the 2019 AGM will be available to view on the Company's website at www.Costain.com.
7 May 2019
ENQUIRIES:
Costain Group PLC | Tel: 01628 842 444 |
Tracey Wood Company Secretary |
|
|
|
Instinctif Partners | Tel: 020 7457 2020 |
Mark Garraway |
|
James Gray |
|