30 Apr 2015 15:58
30 April 2015
Countrywide plc
Voting results of Annual General Meeting held on 29 April 2015
Countrywide plc ("the Company") announces that its Annual General Meeting ("AGM") held at Vintners Place, 68 Upper Thames Street, London EC4V 3BJ on 29 April 2015 at 10.00am was successfully concluded. All resolutions were duly passed by shareholders by way of a poll. The voting results are attached and the voting represents 87.46% of the issued share capital of 219,626,662 shares.
Resolution 19, being the ordinary resolution to approve the waiver by the Panel on Takeovers and Mergers under Rule 9 of the City Code on Takeovers and Mergers (the "Takeover Code") in connection with the Company's buyback programme, was duly passed by 70.15% of the independent shareholders of the Company (being shareholders of the Company other than funds managed by Oaktree Capital Management (UK) LLP or any persons acting in concert with such funds, together "Oaktree") whose votes were cast at the meeting. As a result, the Company will be able to continue its announced buyback programme, subject to market conditions. Had resolution 19 not been passed, the Company would have been unable to exercise the share buyback authority obtained pursuant to resolution 18 (which was passed by 99.66% of the shares whose votes were cast at the meeting), as doing so would have forced Oaktree to make a mandatory offer for all remaining shares of the Company pursuant to Rule 9 of the Takeover Code.
The Company intends to continue to engage with shareholders who voted against resolution 19 in order to understand their concerns.
The poll results are also to be posted on the Company's website.
A vote withheld is not a vote in law and is not counted in the calculation of the votes for or against a resolution.
Resolutions 16 and 18 were special resolutions and the full text of all of the resolutions is set out in the Notice of AGM on the Company's website.
Countrywide - Poll Results by All Shareholders
RESOLUTION | VOTES | ||||||
FOR | AGAINST | WITHHELD | TOTAL | ||||
Votes | % | Votes | % | Votes | |||
1 | Company's annual report and accounts | 191,311,551 | 99.63% | 714,500 | 0.37% | 6,348 | 192,032,399 |
2 | Final dividend | 192,032,399 | 100.00% | 0 | 0.00% | 0 | 192,032,399 |
3 | Director's remuneration report | 182,351,729 | 95.62% | 8,358,993 | 4.38% | 1,321,677 | 192,032,399 |
4 | Re-election of Grenville Turner | 185,295,996 | 98.60% | 2,627,763 | 1.40% | 4,108,640 | 192,032,399 |
5 | Re-election of David Watson | 192,031,074 | 100.00% | 1,325 | 0.00% | 0 | 192,032,399 |
6 | Re-election of Alison Platt | 191,910,046 | 99.94% | 122,353 | 0.06% | 0 | 192,032,399 |
7 | Re-election of Jim Clarke | 191,909,246 | 99.94% | 123,153 | 0.06% | 0 | 192,032,399 |
8 | Re-election of Caleb Kramer | 177,512,934 | 93.07% | 13,216,616 | 6.93% | 1,302,849 | 192,032,399 |
9 | Re-election of Richard Adam | 192,031,074 | 99.99% | 1,325 | 0.01% | 0 | 192,032,399 |
10 | Re-election of Catherine Turner | 191,222,806 | 99.58% | 809,593 | 0.42% | 0 | 192,032,399 |
11 | Re-election of Jane Lighting | 192,031,874 | 99.99% | 525 | 0.01% | 0 | 192,032,399 |
12 | Re-ele ction of Rupert Gavin | 191,460,674 | 99.70% | 571,725 | 0.30% | 0 | 192,032,399 |
13 | Reappointment of auditor | 191,147,805 | 99.54% | 884,594 | 0.46% | 0 | 192,032,399 |
14 | Remuneration of auditor to be determined by the Audit & Risk | 192,031,945 | 100.00% | 454 | 0.00% | 0 | 192,032,399 |
15 | Authority to allot shares | 190,809,047 | 99.36% | 1,223,352 | 0.64% | 0 | 192,032,399 |
16 | General power to disapply pre-emption rights | 192,031,016 | 100.00% | 454 | 0.00% | 929 | 192,032,399 |
17 | Political donations | 125,644,331 | 98.85% | 1,457,577 | 1.15% | 64,930,491 | 192,032,399 |
18 | Authority to make market purchases | 190,089,596 | 99.66% | 639,954 | 0.34% | 1,302,849 | 192,032,399 |
19 | Approval of waiver of rule 9 offer obligation | 88,834,363 | 70.15% | 37,799,983 | 29.85% | 61,002,411 | 187,636,757 |
Notes:-
1) Percentage of votes cast for proxy votes results calculated excludes withheld votes.
2) Total of ordinary shares in issue (eligible to vote) 219,626,662.
3) Total of votes received per Resolution (including withheld votes) 192,097,787.
4) Participation level per Resolution (including withheld votes) 87.46%.
Countrywide - Poll Results by Ind ependent Shareholders
RESOLUTION | VOTES | ||||||
FOR | AGAINST | WITHHELD | TOTAL | ||||
Votes | % | Votes | % | Votes | |||
1 | Company's annual report and accounts | ||||||
2 | Final dividend | ||||||
3 | Director's remuneration report | ||||||
4 | Re-election of Grenville Turner | ||||||
5 | Re-election of David Watson | 127,101,398 | 99.99% | 1,325 | 0.01% | 0 | 127,102,723 |
6 | Re-election of Alison Platt | ||||||
7 | Re-election of Jim Clarke | ||||||
8 | Re-election of Caleb Kramer | ||||||
9 | Re-election of Richard Adam | 127,101,398 | 99.99% | 1,325 | 0.01% | 0 | 127,102,723 |
10 | Re-election of Catherine Turner | 126,293,130 | 99.36% | 809,593 | 0.64% | 0 | 127,102,723 |
11 | Re-election of Jane Lighting | 127,102,198 | 99.99% | 525 | 0.01% | 0 | 127,102,723 |
12 | Re-election of Rupert Gavin | 126,530,998 | 99.55% | 571,725 | 0.45% | 0 | 127,102,723 |
13 | Reappointment of auditor | ||||||
14 | Remuneration of auditor to be determined by the Audit & Risk | ||||||
15 | Authority to allot shares | ||||||
16 | General power to disapply pre-emption rights | ||||||
17 | Political donations | ||||||
18 | Authority to make market purchases | ||||||
19 | Approval of waiver of rule 9 offer obligation | ||||||
Note:-
1) Percentage of votes cast by independent shareholders for Resolutions 5, 9, 10, 11 and 12 appointing Independent Non-Executive Directors exclude Oaktree Holding of 64,929,676.
Gareth WilliamsCompany SecretaryCountrywide plc17 Duke Street
ChelmsfordEssex CM1 1HP
Enquiries:Jim ClarkeGroup Chief Financial Officer+44(0)7970 477299