Last checked at 18 May 2017 07:00
Result of the Chesnara Annual General Meeting
Chesnara plc announces that the resolutions proposed at its Annual General Meeting held on 17 May 2017 were passed by a show of hands. For information, the results of the AGM which includes the total number of votes received for each resolution are set out below. The Company's issued share capital on 17 May 2017 consisted of 149,885,761 ordinary 5p shares and the number of voting rights was 149,738,226 ordinary 5p shares (excluding 147,535 treasury shares).
No. | Resolution | No. of votes 'for' & 'discretionary' | % | Votes 'against'* | % | Total No. of votes cast | Votes 'withheld' |
1 | To receive and adopt the report and accounts | 94,435,152 | 99.99 | 6,749 | 0.01 | 94,441,901 | 2,130 |
2 | To declare a final dividend | 94,437,444 | 99.99 | 1,587 | 0.01 | 94,439,031 | 2,000 |
3 | To approve the Directors' Remuneration Report | 93,524,042 | 99.06 | 884,070 | 0.94 | 94,408,112 | 32,919 |
4 | To approve the Directors' Remuneration Policy | 92,417,545 | 97.93 | 1,958,029 | 2.07 | 94,375,574 | 65,457 |
5 | To re-elect Mr Deane | 94,172,305 | 99.72 | 262,178 | 0.28 | 94,434,483 | 6,548 |
6 | To elect Ms Dale | 94,095,532 | 99.64 | 338,951 | 0.36 | 94,434,483 | 6,548 |
7 | To re-elect Mr Mason | 93,339,800 | 98.84 | 1,094,683 | 1.16 | 94,434,483 | 6,548 |
8 | To re-elect Mrs Oak | 94,230,981 | 99.78 | 203,502 | 0.22 | 94,434,483 | 6,548 |
9 | To re-elect Mr Brand | 94,276,659 | 99.83 | 157,824 | 0.17 | 94,434,483 | 6,548 |
10 | To re-elect Mr Evans | 94,276,529 | 99.83 | 157,954 | 0.17 | 94,434,483 | 6,548 |
11 | To re-appoint Deloitte LLP as auditor | 94,105,692 | 99.66 | 317,723 | 0.34 | 94,423,415 | 17,616 |
12 | To authorise the directors to determine the auditor's remuneration | 94,412,507 | 99.97 | 24,482 | 0.03 | 94,436,989 | 22,956 |
13 | To authorise political donations | 92,656,458 | 98.18 | 1,713,040 | 1.82 | 94,369,498 | 83,897 |
14 | To authorise the directors to allot securities up to a specified amount | 94,080,473 | 99.61 | 372,058 | 0.39 | 94,452,531 | 7,414 |
15 | Special resolution - to give the directors power to allot securities for cash without making an offer to shareholders (rights issue or open offer) | 93,092,407 | 98.57 | 1,354,441 | 1.43 | 94,446,848 | 11,823 |
16 | Special resolution - to give the directors power to allot securities for cash without making an offer to shareholders (financing or refinancing an acquisition) | 94,226,467 | 99.78 | 212,168 | 0.22 | 94,438,635 | 20,036 |
17 | Special resolution - to give the Company limited authority to purchase its own shares | 94,273,549 | 99.81 | 181,748 | 0.19 | 94,455,297 | 3,374 |
18 | Special resolution - to approve the change in the Articles of Association | 94,355,494 | 99.95 | 49,305 | 0.05 | 94,404,799 | 49,870 |
19 | Special resolution - to allow the Company to call general meetings on not less than 14 clear working days' notice | 92,283,094 | 97.7 | 2,171,432 | 2.3 | 94,454,526 | 3,317 |
*Votes 'withheld' have not been included in the calculation of whether the resolution is carried. Percentages have been rounded to two decimal places.
The full text of the resolutions can be found in the Notice of the Meeting set out in the Financial Statements for the year ended 31 December 2016, copies of which are available on the Company's website, www.chesnara.co.uk. In accordance with Listing Rule 9.6.3, full details of the resolutions passed as special business will be submitted to the National Storage Mechanism and will shortly be available for inspection at www.Hemscott.com/nsm.do.
Notes to Editors
Chesnara plc ('Chesnara'), which listed on the London Stock Exchange in May 2004, is the owner of Countrywide Assured plc ('CA plc'), Movestic Livförsäkringar AB ('Movestic') and Chesnara Holdings BV. Chesnara Holdings BV is, the intermediate holding company of 'Waard Group' and 'Scildon'.
CA plc is a UK life assurance subsidiary that is closed to new business. In June 2005 Chesnara acquired a further closed life insurance company - City of Westminster Assurance - for £47.8m. With effect from 30 June 2006, CWA's policies and assets were transferred into CA plc. Save & Prosper Insurance Limited and its subsidiary, Save & Prosper Pensions Limited, were acquired on 20 December 2010 for £63.5 million. With effect from 31 December 2011, the business of Save & Prosper was transferred into CA plc. On 28 November 2013 Chesnara acquired Direct Line Life Insurance Company Limited (subsequently renamed Protection Life Company Limited) from Direct Line Group plc for £39.3m. On 31 December 2014 the PL business transferred into CA plc. CA plc operates an outsourced business model.
Movestic, a Swedish life assurance company which originally focused on pensions and savings, was acquired on 23 July 2009 for £20 million. The company is open to new business and seeks to grow its position in the Swedish unit-linked market. Its proposition was strengthened in February 2010 with the acquisition of the operations of Aspis Försäkringar Liv AB which has a risk and health product bias.
The Waard Group, a Netherlands-based Group comprising three closed book insurance companies and a servicing company, was acquired on 19 May 2015 for €69.9m. The Waard Group, comprising Waard Leven N.V., Hollands Welvaren Leven N.V., Waard Schade N.V. and Tadas Verzekeringen B.V. was previously owned by DSB Beheer B.V., a Dutch financial services Group. The policy base of the Waard Group is predominantly term life policies, with some unit linked policies and some non-life policies.
On 5 April 2017 Chesnara completed its acquisition of Legal & General Nederland Levensverzeikering Maatschappij N.V. ('LGN') for €161.2 million. The LGN business which is being renamed Scildon, is in the Dutch life assurance market, and as with our Swedish subsidiary Movestic, Scildon will be writing protection and pension new business.
Further details are available on the Company's website (www.chesnara.co.uk).