Last checked at 7 Sep 2023 13:59
DE LA RUE PLC
RESULTS OF ANNUAL GENERAL MEETING
The Annual General Meeting (the "AGM") of De La Rue plc ("De La Rue" or the "Company") was held at 10:00am today, Thursday 7 September 2023, at De La Rue House, Jays Close, Viables, Basingstoke, Hampshire, RG22 4BS, United Kingdom.
The Company announces that the Resolutions (as set out in the Notice of Annual General Meeting) were, other than resolution 15, duly passed on a poll in which every member present in person or proxy had one vote for each Ordinary Share held.
The poll results on the Resolutions, are as follows:
Poll Voting Figures
RESOLUTION | FOR | AGAINST | TOTAL | WITHHELD | |||||||||||
Number of Votes | % of votes Cast | Number of Votes | % of votes Cast | Votes Cast (Excluding Withheld) | % of Issued Share Capital | Number of Votes | |||||||||
Ordinary Resolutions | |||||||||||||||
1. | Receive the Annual Report and Accounts | 144,982,781
| 99.87%
| 192,917
| 0.13%
| 145,175,698
| 74.12%
| 4,024,701
| |||||||
2. | Approve the Directors' Remuneration Policy | 108,377,537
| 96.80%
| 3,579,191
| 3.20%
| 111,956,728
| 57.16%
| 37,243,671
| |||||||
3. | Approve the Directors' Remuneration Report | 111,422,255
| 99.52%
| 539,920
| 0.48%
| 111,962,175
| 57.17%
| 37,238,224
| |||||||
4. | Re-elect Nick Bray | 107,814,594
| 96.11%
| 4,362,457
| 3.89%
| 112,177,051
| 57.27%
| 37,023,348
| |||||||
5. | Re-elect Ruth Euling | 144,678,249
| 99.71%
| 421,319
| 0.29%
| 145,099,568
| 74.08%
| 4,097,814
| |||||||
6. | Re-elect Mark Hoad | 148,114,713
| 99.29%
| 1,060,791
| 0.71%
| 149,175,504
| 76.17%
| 24,895
| |||||||
7. | Re-elect Dean Moore | 107,022,240
| 95.41%
| 5,153,710
| 4.59%
| 112,175,950
| 57.27%
| 37,024,449
| |||||||
8. | Re-elect Clive Vacher | 109,407,065
| 97.60%
| 2,690,177
| 2.40%
| 112,097,242
| 57.23%
| 37,100,140
| |||||||
9. | Re-elect Clive Whiley | 129,062,975
| 88.90%
| 16,109,522
| 11.10%
| 145,172,497
| 74.12%
| 4,027,902
| |||||||
10. | Re-appoint Ernst and Young LLP as Auditor | 144,851,662
| 99.77%
| 328,941
| 0.23%
| 145,180,603
| 74.13%
| 4,019,796
| |||||||
11. | Authorise the Directors to determine the Auditor's remuneration | 144,971,487
| 99.86%
| 202,799
| 0.14%
| 145,174,286
| 74.12%
| 4,026,113
| |||||||
12. | Authorise political donations and political expenditure | 143,497,115
| 98.85%
| 1,665,467
| 1.15%
| 145,162,582
| 74.12%
| 4,037,817
| |||||||
13. | Authorise the Directors to allot shares | 142,950,738
| 98.58%
| 2,055,582
| 1.42%
| 145,006,320
| 74.04%
| 4,194,079
| |||||||
Special Resolutions | |||||||||||||||
14. | Dis-application of pre-emption rights | 129,477,238
| 89.30%
| 15,508,648
| 10.70%
| 144,985,886
| 74.03%
| 4,214,513
| |||||||
15. | Additional dis-application of pre-emption rights | 99,676,489
| 68.75%
| 45,308,796
| 31.25%
| 144,985,285
| 74.03%
| 4,215,114
| |||||||
16. | Authorise the Company to make on-market purchases of its own shares | 144,770,009
| 99.71%
| 423,961
| 0.29%
| 145,193,970
| 74.13%
| 4,006,429
| |||||||
17. | Shortened notice of general meetings | 106,903,265
| 95.29%
| 5,286,114
| 4.71%
| 112,189,379
| 57.28%
| 37,011,020
| |||||||
Ordinary Resolution | |||||||||||||||
18. | Approve the De La Rue Investor Returns Plan | 139,634,767
| 96.27%
| 5,408,866
| 3.73%
| 145,043,633
| 74.06%
| 4,156,766
| |||||||
1. The percentages voted 'For' and 'Against' are expressed as a proportion of the total votes cast, which does not include votes withheld since for legal purposes a vote withheld is not a vote cast.
2. Any proxy appointments which gave discretion to the Chairman of the meeting have been included in the 'For' totals.
3. As at 6:00 p.m. on 5 September 2023 (being the record time for calculating voting rights at the Annual General Meeting), the Company had 195,857,207 Ordinary Shares in issue and the total number of voting rights in respect of these Ordinary Shares was 195,857,207, each Ordinary Share carrying one vote.
The Board notes the level of votes cast against resolution 15, the additional dis-application of pre-emption rights. The resolutions proposed were entirely in line with the Statement of Principles published by the Pre-Emption Group in November 2022 and the specific authority sought under this resolution would have been limited to issuance of equity for cash in connection with an acquisition or specified capital investment. The Board is aware that market practice in relation to the dis-application of pre-emption rights has yet to settle on a consensus position, notwithstanding the Austin Review of secondary capital raising and the subsequent amendment of the Statement of Principles by the Pre-Emption Group. As recommended in the UK Corporate Governance Code, the Board will engage with its largest shareholders regarding the voting result in relation to pre-emption.
In accordance with Listing Rule 9.6.2R, a copy of the Resolutions that were carried, other than those concerning ordinary business, will be submitted to the National Storage Mechanism, where they will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism. In addition, a copy of the Resolutions that were carried will also be filed with Companies House.
The results of the Annual General Meeting held on 7 September 2023 will be available to view on the Company's website at www.delarue.com.
Jon Messent, Company Secretary
Contact Number: 01256 605212
7 September 2023
De La Rue plc's LEI code is 213800DH741LZWIJXP78