Last checked at 12 Dec 2019 16:27
Thursday 12 December 2019
Volution Group plc
Results of Annual General Meeting
Volution Group plc (the "Company", LSE: FAN) a leading supplier of ventilation products to the residential and commercial construction markets, announces that all resolutions put to the Annual General Meeting held at 12:00 noon on 12 December 2019 at Norton Rose Fulbright LLP, 3 More London Riverside, London SE1 2AQ, were duly passed on a poll. The results of the poll, incorporating the proxy votes lodged in advance of the meeting, are set out below.
Resolution
| FOR 1 | AGAINST | WITHHELD 2 | % OF TOTAL VOTES IN FAVOUR | |||
| Number of votes | % of votes cast | Number of votes | % of votes cast | Number of votes | ||
01 | Annual Report and Accounts | 177,097,686 | 100.00% | 0 | 0.00% | 6,128,400 | 100.00% |
02 | Directors' Remuneration Report | 139,809,720 | 76.30% | 43,416,366 | 23.70% | 0 | 76.30% |
03 | Final Dividend | 175,600,511 | 99.15% | 1,497,175 | 0.85% | 6,128,400 | 99.15% |
04 | Re-elect Peter Hill, CBE | 162,616,630 | 91.82% | 14,481,056 | 8.18% | 6,128,400 | 91.82% |
05 | Re-elect Ronnie George | 177,097,686 | 100.00% | 0 | 0.00% | 6,128,400 | 100.00% |
06 | Re-elect Paul Hollingworth | 171,764,643 | 96.99% | 5,333,043 | 3.01% | 6,128,400 | 96.99% |
07 | Re-elect Amanda Mellor | 171,761,643 | 96.99% | 5,333,043 | 3.01% | 6,131,400 | 96.99% |
08 | Re-elect Tony Reading, MBE | 167,772,158 | 94.73% | 9,325,528 | 5.27% | 6,128,400 | 94.73% |
09 | Re-elect Claire Tiney | 171,761,643 | 96.99% | 5,336,043 | 3.01% | 6,128,400 | 96.99% |
10 | Elect Andy O'Brien | 177,097,686 | 100.00% | 0 | 0.00% | 6,128,400 | 100.00% |
11 | Re-appoint auditor | 168,684,546 | 99.99% | 19,454 | 0.01% | 14,522,086 | 99.99% |
12 | Remuneration of auditor | 177,096,638 | 100.00% | 0 | 0.00% | 6,129,448 | 100.00% |
13 | Authority to incur political donations | 163,291,173 | 92.20% | 13,805,465 | 7.80% | 6,129,448 | 92.20% |
14 | Authority to allot shares | 161,744,951 | 91.33% | 15,352,735 | 8.67% | 6,128,400 | 91.33% |
15 3 | Authority to disapply pre-emption rights | 166,877,242 | 94.23% | 10,220,444 | 5.77% | 6,128,400 | 94.23% |
16 3 | Authority to call a general meeting on 14 clear days' notice | 167,820,889 | 94.76% | 9,276,797 | 5.24% | 6,128,400 | 94.76% |
Notes:
1. Any proxy appointments giving discretion to the Chairman of the Meeting have been included in the "For" totals above.
2. A vote "Withheld" is not a vote in law and is not counted in the calculation of the votes "For" or "Against" a resolution.
3. Indicates Special Resolutions requiring a 75% majority to be passed.
4. The Company's total ordinary shares in issue as at 12 December 2019, was 200,000,000 ordinary shares of 1 pence each, of which 2,113,021 ordinary shares are held as Treasury Shares. Therefore the total voting rights are 197,886,979 ordinary shares (ordinary shareholders are entitled to one vote per ordinary share held).
5. The proxy votes received, including votes withheld, amount to 92.6% of the total voting rights.
The Board notes that all but one of the resolutions were passed with a majority of over 90%, although there was a significant minority vote against the approval of the Directors' Remuneration Report (23.7%).
Prior to the AGM, ISS recommended that shareholders vote against the approval of the Directors' Remuneration Report due to the notice period given to the former CFO, Ian Dew, not being in-line with their policy guidelines. The notice period was in-line with his contract and Volution did explain the rationale behind the decision to ISS, a decision which the Board believed was taken in the best interests of shareholders and stakeholders as a whole. However, the explanation did not result in a change to the recommendation made by ISS.
The majority of our shareholders, including the Company's major shareholders, were supportive in their vote and the Board and the Remuneration Committee will continue to engage with shareholders going forward to fully understand their perspectives to help shape the new Remuneration Policy which will be submitted for approval to shareholders at the AGM 2020.
The Company intends to post a copy of this Update Statement on the public register maintained by the Investment Association. In line with the provisions of the 2018 UK Corporate Governance Code, we will also provide an update no later than in six months' time.
In accordance with Listing Rule 9.6.2, copies of the resolutions passed (other than those concerning ordinary business) will shortly be submitted to the National Storage Mechanism and will be available for inspection at www.morningstar.co.uk/uk/NSM
The Notice of Annual General Meeting 2019 together with the Annual Report and Accounts 2019 can be found on the Company's website at:
http://www.volutiongroupplc.com/investors/reports-results-and-presentations
- ends -
Enquiries:
Volution Group plc
Michael Anscombe, Company Secretary +44 (0) 1293 441662
Legal Entity Identifier: 213800EPT84EQCDHO768
Notes to Editors:
Volution Group plc (LSE: FAN) is a leading supplier of ventilation products to the residential and commercial construction markets in the UK, the Nordics, Central Europe and Australasia.
The Volution Group operates through two divisions: the Ventilation Group and the OEM (Torin-Sifan) division. The Ventilation Group comprises 15 key brands - Vent-Axia, Manrose, Diffusion, National Ventilation, Airtech, Breathing Buildings, Fresh, PAX, VoltAir, Kair, Air Connection, inVENTer, Ventilair, Simx and Ventair, focused primarily on the UK, the Nordic, Central European and Australasian ventilation markets. The Ventilation Group principally supplies ventilation products for residential and commercial ventilation applications. The OEM (Torin-Sifan) division supplies motors, fans and blowers to OEMs of heating and ventilation products for both residential and commercial construction applications in Europe. For more information, please go to: www.volutiongroupplc.com