Last checked at 9 May 2019 16:30
ConvaTec Group Plc
Results of Annual General Meeting
Reading, United Kingdom 9 May 2019 - Poll Result
ConvaTec Group Plc ("ConvaTec"), a leading global medical products and technologies company, held its annual general meeting today. The results of the poll held in relation to the resolutions proposed at the meeting are set out below.
Resolution | Votes For | % | Votes Against | % |
Votes Total | % of ISC Voted | Votes Withheld |
1. Receive Annual Reports and Accounts | 1,575,538,540 | 100.00 | 2,829 | 0.00 | 1,575,541,369 | 80.13% |
543,903 |
2. Approve the Directors' Remuneration Report | 969,813,968 | 61.55 | 605,893,489 | 38.45 | 1,575,707,457 | 80.14% | 377,814 |
3. Approve Final Dividend | 1,576,084,188 | 100.00 | 0 | 0.00 | 1,576,084,188 | 80.16% | 1,084 |
4. Re-elect Rick Anderson as a director | 1,573,217,469 | 99.83 | 2,728,480 | 0.17 | 1,575,945,949 | 80.15% | 139,323 |
5. Re-elect Frank Schulkes as a director | 1,572,958,293 | 99.81 | 2,987,656 | 0.19 | 1,575,945,949 | 80.15% | 139,323 |
6. Re-elect Jesper Ovesen as a director | 1,449,805,632 | 92.00 | 126,138,817 | 8.00 | 1,575,944,449 | 80.15% | 140,823 |
7. Re-elect Ros Rivaz as a director | 1,438,203,922 | 91.28 | 137,371,231 | 8.72 | 1,575,575,153 | 80.13% | 510,119 |
8. Re-elect Regina Benjamin as a director | 1,574,381,440 | 99.90 | 1,564,509 | 0.10 | 1,575,945,949 | 80.15% | 139,323 |
9. Re-elect Margaret Ewing as a director | 1,574,012,144 | 99.88 | 1,933,805 | 0.12 | 1,575,945,949 | 80.15% | 139,323 |
10. Elect Sten Scheibye as a director | 1,573,315,958 | 99.83 | 2,628,491 | 0.17 | 1,575,944,449 | 80.15% | 140,823 |
11. Re-appoint Deloitte LLP as auditors | 1,576,075,654 | 100.00 | 7,835 | 0.00 | 1,576,083,489 | 80.16% | 1,783 |
12. Authorise the Directors to agree the auditors' remuneration | 1,575,937,624 | 100.00 | 7,835 | 0.00 | 1,575,945,459 | 80.15% | 139,813 |
13. Authorise allotment of shares | 1,547,503,417 | 98.34 | 26,073,883 | 1.66 | 1,573,577,300 | 80.03% | 2,507,972 |
14. Renew the Scrip Dividend Scheme. | 1,553,044,306 | 98.56 | 22,671,144 | 1.44 | 1,575,715,450 | 80.14% | 369,822 |
15. Disapply pre-emption rights* | 1,537,679,127 | 97.59 | 38,030,923 | 2.41 | 1,575,710,050 | 80.14% | 375,222 |
16. Disapply pre-emption rights in connection with an acquisition or specified capital investment* | 1,485,134,202 | 94.37 | 88,580,827 | 5.63 | 1,573,715,029 | 80.04% | 2,370,242 |
17. Authorise purchase of own shares* | 1,575,202,274 | 99.97 | 524,653 | 0.03 | 1,575,726,927 | 80.14% | 358,344 |
18. Authorise political donations and political expenditure | 1,552,199,261 | 98.77 | 19,375,261 | 1.23 | 1,571,574,522 | 79.93% | 4,510,750 |
19. Call general meetings on 14 days' notice* | 1,529,148,452 | 97.30 | 42,426,837 | 2.70 | 1,571,575,289 | 79.93% |
4,509,983 |
*Special Resolution
NOTES:
1. All resolutions were passed.
2. Votes "For" and "Against" are expressed as a percentage of votes received.
3. A "Vote withheld" is not a vote in law and is not counted in the calculation of the votes "For" or "Against" a resolution.
4. Total number of shares in issue at close of business on 8 May 2019 was 1,966,155,724 shares. 80.16% of capital was voted.
5. Computershare acted as scrutineer of the poll on all resolutions.
In accordance with Listing Rule 9.6.2, copies of the resolutions that do not constitute ordinary business that were passed at the annual general meeting have been submitted to the National Storage Mechanism and will be available for inspection at www.morningstar.co.uk/uk/NSM.
AGM - Resolution Two
The Board of ConvaTec is pleased to have received shareholder approval for all resolutions proposed at the AGM today. Naturally, the Board is disappointed with the lower level of support for the Directors' Remuneration Report for the year ending 31 December 2018. 38.45% shareholders voted against the resolution to approve the Remuneration Report, 61.55% voted in favour and 377,814 votes abstained. We have engaged in a dialogue with a number of shareholders and proxy advisors to discuss their questions and concerns.
In line with the Companies Act, ConvaTec will put a new Remuneration Policy to shareholders at the Company's next AGM, in May 2020. The new Policy will be designed under our new Remuneration Committee Chair, and ConvaTec will undertake a comprehensive consultation with shareholders to ensure that their views are understood and taken into consideration by the Remuneration Committee in its review of, and any proposed amendments to, the current Remuneration Policy.
Committee Changes
The Company is pleased to announce that Margaret Ewing, Non-Executive Director has been appointed Chair of the Nomination Committee and member of the Remuneration Committee, effective immediately. Rick Anderson, Executive Chairman, has been appointed Chair of the Corporate Responsibility Committee and member of the Nomination Committee, effective immediately. These changes follow the retirement of Sir Christopher Gent, at the AGM earlier today and as previously announced on 25 March 2019. This statement is made in accordance with Listing Rule 9.6.11.
About ConvaTec
ConvaTec is a global medical products and technologies company focused on therapies for the management of chronic conditions, with leading market positions in advanced wound care, ostomy care, continence and critical care, and infusion devices. ConvaTec's products provide a range of clinical and economic benefits including infection prevention, protection of at-risk skin, improved patient outcomes and reduced total cost of care. To learn more about ConvaTec, please visit www.convatecgroup.com where a copy of this announcement can also be found.
Enquiries
Analysts and Investors
John Crosse, VP Investor Relations, ConvaTec +44 (0)7500 141 435
Mark Reynolds, Director Investor Relations, ConvaTec +44 (0) 7551 036 625
investorrelations@convatec.com
Media
Bobby Leach, VP Group Corporate Affairs, ConvaTec +44 (0)7770 842 226
Alastair Elwen, Finsbury +44 (0)207 251 3801
LEI: 213800LS272L4FIDOH92
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