Last checked at 16 May 2023 14:24
LEI Number: 213800VFRMBRTSZ3SJ06 |
16th May 2023
CHESNARA plc
("Chesnara" or "the Company")
RESULT OF THE CHESNARA PLC 2023 ANNUAL GENERAL MEETING
Chesnara plc (CSN.L) announces that the resolutions proposed at its Annual General Meeting held on 16th May 2023 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 16th May 2023 consisted of 150,404,962 ordinary 5p shares and the number of voting rights was also 150,404,962 ordinary 5p shares (as there were no 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 for the year ended 31 December 2022 | 91,059,200 | 99.99 | 5,838 | 0.01 | 91,065,038 | 60,746 |
2 | To approve the Directors' Remuneration Report | 66,203,911 | 72.66 | 24,914,731 | 27.34 | 91,118,642 | 7,142 |
3 | To approve the Directors' Remuneration Policy | 87,638,247 | 96.25 | 3,416,902 | 3.75 | 91,055,149 | 70,635 |
4 | To declare a final dividend of 15.16p per ordinary share | 91,083,620 | 99.95 | 41,247 | 0.05 | 91,124,867 | 917 |
5 | To re-elect Steve Murray as a director | 91,052,509 | 99.96 | 33,045 | 0.04 | 91,085,554 | 40,230 |
6 | To re-elect Carol Hagh as a director | 88,461,192 | 97.13 | 2,617,472 | 2.87 | 91,078,664 | 47,120 |
7 | To re-elect Karin Bergstein as a director | 90,191,882 | 99.03 | 886,782 | 0.97 | 91,078,664 | 47,120 |
8 | To re-elect David Rimmington as a director | 91,052,509 | 99.96 | 33,045 | 0.04 | 91,085,554 | 40,230 |
9 | To re-elect Jane Dale as a director | 90,193,781 | 99.02 | 888,698 | 0.98 | 91,082,479 | 43,305 |
10 | To re-elect Luke Savage as a director | 88,465,042 | 97.12 | 2,620,512 | 2.88 | 91,085,554 | 40,230 |
11 | To re-elect Mark Hesketh as a director | 90,020,780 | 98.83 | 1,068,069 | 1.17 | 91,088,849 | 36,935 |
12 | To re-elect Eamonn Flanagan as a director | 88,027,055 | 96.64 | 3,061,794 | 3.36 | 91,088,849 | 36,935 |
13 | To re-appoint Deloitte LLP as auditor | 91,084,026 | 99.96 | 38,166 | 0.04 | 91,122,192 | 3,592 |
14 | To authorise the directors to determine the auditor's remuneration | 91,069,446 | 99.94 | 51,246 | 0.06 | 91,120,692 | 5,092 |
15 | To provide limited authority to make political donations and to incur limited political expenditure | 81,325,983 | 98.74 | 1,034,465 | 1.26 | 82,360,448 | 8,765,336 |
16 | To approve and adopt the rules of the Chesnara 2023 Short-term Incentive Scheme | 90,197,342 | 99.08 | 834,915 | 0.92 | 91,032,257 | 93,527 |
17 | To approve and adopt the rules of the Chesnara 2023 Long-term Incentive Plan | 86,905,698 | 95.47 | 4,126,559 | 4.53 | 91,032,257 | 93,527 |
18. | To authorise the directors to allot equity securities up to a specified amount | 90,099,713 | 98.89 | 1,015,013 | 1.11 | 91,114,726 | 11,058 |
19. | Special resolution - To give the directors power to allot equity securities for cash without making an offer to shareholders (rights issue or open offer) | 90,279,079 | 99.08 | 838,442 | 0.92 | 91,117,521 | 8,263 |
20. | Special resolution - To give the directors power to allot equity securities for cash without making an offer to shareholders (financing or refinancing an acquisition) | 90,287,264 | 99.09 | 829,809 | 0.91 | 91,117,073 | 8,711 |
21. | Special resolution - To give the Company limited authority to purchase its own shares | 91,025,736 | 99.93 | 65,888 | 0.07 | 91,091,624 | 34,160 |
22. | Special resolution - To adopt the revised Articles of Association | 90,325,739 | 99.16 | 763,590 | 0.84 | 91,089,329 | 36,455 |
23. | Special resolution - To allow the Company to call general meetings on not less than 14 clear days' notice | 90,889,668 | 99.75 | 229,570 | 0.25 | 91,119,238 | 6,546 |
*Votes 'withheld' have not been included in the calculation of whether the resolution is carried. Percentages have been rounded to two decimal places.
The Board confirms that it will consult and engage with shareholders to understand and discuss their views in respect of Resolution 2 (the Directors' Remuneration Report excluding the Directors' Remuneration Policy). In accordance with the UK Corporate Governance Code, the Company will publish an update in this regard within the next six months of this AGM.
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 2022, 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 https://data.fca.org.uk/#/nsm/nationalstoragemechanism .
Investor Enquiries
Sam Perowne
Head of Strategic Development & Investor Relations
Chesnara plc
E - sam.perowne@chesnara.co.uk
Media Enquiries
Roddy Watt
Director, Capital Markets
FWD
T - 020 7280 0651 / 07714 770 493
E - roddy.watt@fwdconsulting.co.uk
Notes to Editors
Chesnara (CSN.L) is a European life and pensions consolidator listed on the London Stock Exchange. It administers approximately one million policies and operates as Countrywide Assured and CASLP in the UK, as The Waard Group and Scildon in the Netherlands, and as Movestic in Sweden.
Following a three-pillar strategy, Chesnara's primary responsibility is the efficient administration of its customers' life and savings policies, ensuring good customer outcomes and providing a secure and compliant environment to protect policyholder interests. It also adds value by writing profitable new business in Sweden and the Netherlands and by undertaking value-adding acquisitions of either companies or portfolios.
Consistent delivery of the Company strategy has enabled Chesnara to increase its dividend for 18 years in succession.
Further details are available on the Company's website (www.chesnara.co.uk).