Last checked at 18 Jun 2019 13:36
18 June 2019
Directa Plus plc
("Directa Plus" or the "Company")
Results of Annual General Meeting
The Company is pleased to announce that at its Annual General Meeting held earlier today (the "Meeting") all the resolutions set out in the Notice of the Meeting, save for resolution 7, were passed by the requisite majority.
Each of the resolutions put to the Meeting were voted on by way of a poll. The results of the poll for each resolution were as follows:
Resolution (* indicates special resolution) | Votes For | % | Votes Against | % | Shares Marked As Votes Withheld / Abstentions |
Resolution 1 - To receive the Company's annual report and accounts for the period ended 31 December 2018
| 28,018,391 | 100.00 | 0 | 0 | 0 |
Resolution 2 - To re-elect Sir Peter Middleton as a Director
| 28,018,391 | 100.00 | 0 | 0 | 0 |
Resolution 3 - To re-elect Marco Ferrari as a Director
| 28,018,391 | 100.00 | 0 | 0 | 0 |
Resolution 4 - To re-appoint BDO LLP as Auditors of the Company
| 28,013,120 | 99.98 | 5,271 | 0.02 | 0 |
Resolution 5 - To authorise the Audit Committee to fix the remuneration of the Auditors
| 28,017,456 | 100.00 | 935 | 0.00 | 0 |
Resolution 6 - To authorise the Directors to allot Ordinary Shares under section 551 of the Companies Act 2006
| 23,975,456 | 85.57 | 4,042,935 | 14.43 | 0 |
Resolution 7* - To authorise the Directors to disapply pre-emption rights
| 12,133,682 | 44.56 | 15,095,395 | 55.44 | 789,314 |
Resolution 8* - To authorise the Directors to purchase the Company's own shares
| 23,102,348 | 84.84 | 4,126,729 | 15.16 | 789,314 |
The Board acknowledges the majority vote against resolution 7 in relation to authorising the Directors to allot Ordinary Shares on a non pre-emptive basis.
In the lead up to the AGM, we engaged with shareholders on this issue and have reviewed the feedback. We appreciate the time given and comments offered which have provided us with a clearer understanding of shareholder views.
As part of our approach to stakeholder engagement, we believe that it is in the best interests of the Company to listen and continue to engage with shareholders, to help formulate our approach to such engagement going forward, and explain why the Board considers the resolution to be in the best interests of the Company and our shareholders.
NOTES:
1. | Proxy appointments which gave discretion to the Chairman of the Meeting have been included in the "For" total for the appropriate resolution. |
2. | Votes "For" and "Against" any resolution are expressed as a percentage (rounded to two decimal places) of votes validly cast for that resolution. |
3. | A "Vote withheld" is not a vote in law and is not counted in the calculation of the percentage of shares voted "For" or "Against" any resolution. |
4. | The full text of the resolutions passed at the Meeting can be found in the Notice of Meeting which is available on the Company's website at: http://www.directa-plus.com/ |
5. | These poll results will be available shortly on the Company's website at: http://www.directa-plus.com/ |
For further information please visit http://www.directa-plus.com/ or contact:
Directa Plus plc | +39 02 36714458 |
Giulio Cesareo, CEO |
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Marco Ferrari, CFO |
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Cantor Fitzgerald Europe (Nominated Adviser and Joint Broker) | +44 20 7894 7000 |
Rick Thompson, Philip Davies Will Goode(Corporate Finance) |
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Caspar Shand Kydd (Sales) |
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N+1 Singer (Joint Broker) | +44 20 7496 3069 |
Mark Taylor, Lauren Kettle |
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Tavistock (Financial PR and IR) | +44 20 7920 3150 |
Simon Hudson, Barney Hayward, Edward Lee |
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