24 May 2017 13:40
Exova Group plc
(the 'Company')
Results of Annual General Meeting
The Annual General Meeting of the Company was held at The Cavendish Hotel, 81 Jermyn Street, London SW1Y 6JF at 11.00 a.m. on 24 May 2017.
All resolutions were passed by the requisite majority on a poll.
The polling results for each resolution are set out below:
RESOLUTIONS | VOTES FOR | % of votes cast FOR ¹ | VOTES AGAINST | % of votes cast AGAINST ¹ | TOTAL VOTES VALIDLY CAST FOR AND AGAINST | % ISSUED SHARE CAPITAL¹,⁴ | VOTES WITHHELD ³ | ||||
Ordinary Resolutions
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1. | To receive the accounts of the Company for the year ended 31 December 2016 and the report of the Directors and auditors thereon. | 218,135,878 | 100 | 0 | 0 | 218,135,878 | 87.08 | 0 | |||
2. | To receive and approve the Directors' Remuneration Report (other than the part containing the Directors' Remuneration Policy referred to in Resolution 3 below) contained within the Annual Report & Accounts for the financial year ended 31 December 2016. | 218,135,878 | 100 | 0 | 0 | 218,135,878 | 87.08 | 0 | |||
3. | To receive and approve the Directors' Remuneration Policy set out on pages 62 to 74 of the Directors' Remuneration Report contained within Annual Report & Accounts for the financial year ended 31 December 2016. | 218,135,878 | 100 | 0 | 0 | 218,135,878 | 87.08 | 0 | |||
4. | To declare a final dividend of 2.35 pence per ordinary share. | 218,135,878 | 100 | 0 | 0 | 218,135,878 | 87.08 | 0 | |||
5. | To re-elect Allister Langlands as a Director of the Company. | 218,075,222 | 99.97 | 60,655 | 0.03 | 218,135,877 | 87.08 | 0 | |||
6. | To re-elect Ian El-Mokadem as a Director of the Company. | 218,135,878 | 100 | 0 | 0 | 218,135,878 | 87.08 | 0 | |||
7. | To re-elect Philip Marshall as a Director of the Company. | 218,135,878 | 100 | 0 | 0 | 218,135,878 | 87.08 | 0 | |||
8. | To re-elect Bill Spencer as a Director of the Company. | 218,135,878 | 100 | 0 | 0 | 218,135,878 | 87.08 | 0 | |||
9. | To re-elect Helmut Eschwey as a Director of the Company. | 218,135,878 | 100 | 0 | 0 | 218,135,878 | 87.08 | 0 | |||
10. | To re-elect Fred Kindle as a Director of the Company. | 218,135,878 | 100 | 0 | 0 | 218,135,878 | 87.08 | 0 | |||
11. | To re-elect Vanda Murray as a Director of the Company. | 218,135,878 | 100 | 0 | 0 | 218,135,878 | 87.08 | 0 | |||
12. | To re-elect Christian Rochat as a Director of the Company. | 218,135,878 | 100 | 0 | 0 | 218,135,878 | 87.08 | 0 | |||
13. | To re-elect Andrew Simon as a Director of the Company. | 218,135,878 | 100 | 0 | 0 | 218,135,878 | 87.08 | 0 | |||
14. | To re-appoint Ernst & Young LLP as the Company's auditors until the conclusion of the next general meeting of the Company at which accounts are laid. | 218,109,334 | 99.99 | 26,544 | 0.01 | 218,135,878 | 87.08 | 0 | |||
15. | To authorise the Directors to determine the auditors' remuneration. | 218,109,334 | 99.99 | 26,544 | 0.01 | 218,135,878 | 87.08 | 0 | |||
16. | To authorise the Directors to allot shares. | 218,135,878 | 100 | 0 | 0 | 218,135,878 | 87.08 | 0 | |||
17. | To authorise political donations. | 214,453,577 | 98.31 | 3,682,301 | 1.69 | 218,135,878 | 87.08 | 0 | |||
Special Resolutions | |||||||||||
18. | To disapply statutory pre-emption rights. | 218,135,878 | 100 | 0 | 0 | 218,135,878 | 87.08 | 0 | |||
19. | To authorise the Directors to allot additional shares for cash without making a pre-emptive offer to shareholders in limited circumstances. | 218,135,878 | 100 | 0 | 0 | 218,135,878 | 87.08 | 0 | |||
20. | Special resolution: To authorise the Company to purchase its ordinary shares. | 218,135,878 | 100 | 0 | 0 | 218,135,878 | 87.08 | 0 | |||
21. | Special resolution: To approve a reduced notice period for calling general meetings. | 217,891,841 | 99.89 | 244,036 | 0.11 | 218,135,877 | 87.08 | 0 | |||
VOTES OF INDEPENDENT SHAREHOLDERS (EXCLUDING THE VOTING INTEREST OF BANKAMERICA NOMINEES LIMITED IN RESPECT OF THE SHARES HELD ON BEHALF OF TABASCO B.V. AS CONTROLLING SHAREHOLDER HOLDING 53.91% OF THE ISSUED ORDINARY SHARE CAPITAL) ON THE RESOLUTIONS CONCERNING THE ELECTION OF THE INDEPENDENT NON-EXECUTIVE DIRECTORS | ||||||||
| VOTES FOR | % of votes cast FOR ¹ | VOTES AGAINST | % of votes cast AGAINST ¹ | TOTAL VOTES VALIDLY CAST FOR AND AGAINST | % ISSUED SHARE CAPITAL ¹, 5 | VOTES WITHHELD³ | |
Ordinary Resolutions
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|
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5. | To re-elect Allister Langlands as a Director of the Company. | 83,029,264 | 99.93 | 60,655 | 0.07 | 83,089,919 | 71.97 | 0 |
8. | To re-elect Bill Spencer as a Director of the Company. | 83,089,920 | 100 | 0 | 0 | 83,089,920 | 71.97 | 0 |
9. | To re-elect Helmut Eschwey as a Director of the Company. | 83,089,920 | 100 | 0 | 0 | 83,089,920 | 71.97 | 0 |
11. | To re-elect Vanda Murray as a Director of the Company. | 83,089,920 | 100 | 0 | 0 | 83,089,920 | 71.97 | 0 |
13. | To re-elect Andrew Simon as a Director of the Company. | 83,089,920 | 100 | 0 | 0 | 83,089,920 | 71.97 | 0 |
In accordance with Listing Rule 9.6.2, the Company has submitted to the FCA's National Storage Mechanism a copy of the resolutions (other than those relating to ordinary business) passed at the Annual General Meeting of the Company held on 24 May 2017. These will be shortly available to view at: www.morningstar.co.uk/uk/nsm.
Notes:
(1) The percentages above are rounded to two decimal places.
(2) The votes "for" include those votes giving the Chairman discretion.
(3) A "vote withheld" is not counted towards the votes cast "for" or "against" a resolution.
(4) The total number of shares in issue at 11.00 a.m. on 22 May 2017 was 250,490,374, of which the Total Voting Rights figure was 250,490,374.
(5) The percentage of issued share capital excludes 135,045,958 shares held on behalf of TABASCO B.V.
For and on behalf of Exova Group plc
Neil MacLennan
General Counsel & Company Secretary
Telephone: 0131 333 8053
About Exova
Exova is one of the world's leading laboratory-based testing groups, trusted by organisations to test and advise on the safety, quality and performance of their products and operations. Headquartered in Edinburgh, UK, Exova operates 138 laboratories and offices in 33 countries and employs around 4,200 people throughout Europe, the Americas, the Middle East, Asia/Asia Pacific and Africa.
Exova's capabilities help to extend asset life, bring predictability to applications, and shorten the time to market for customers' products, processes and materials. With over 90 years' experience, Exova specialises in testing across a number of key sectors ranging from Aerospace to Fire & Building Products; Oil & Gas and Industrials; Infrastructure & Environment; Transportation; and Health Sciences.
Exova Group plc is registered in England (registration number 08907086). Its legal entity identifier ('LEI') number is 213800BFE317FGSYMZ19.