Last checked at 26 Aug 2021 17:54
26 August 2021
FORESIGHT GROUP HOLDINGS LIMITED (the "Company")
RESULTS OF ANNUAL GENERAL MEETING
The Company announces the results of voting at its Annual General Meeting ("AGM") held on 26 August 2021 and confirms that all resolutions were duly passed as set out below:
Resolution | Votes For | % of votes cast | Votes Against | % of votes cast | Votes Total | % TVR Voted* | Votes Withheld | |
Ordinary Resolution | ||||||||
1 | To receive the Annual Report and Financial Statements of the Company for the financial year ended 31 March 2021 and the report of the Directors and Auditors thereon. | 93,517,805 | 100.00 | 0 | 0.00 | 93,517,805 | 86.32 | 175 |
2 | That the Remuneration Committee's Report for the financial year ended 31 March 2021 be approved. | 92,093,990 | 98.48 | 1,423,815 | 1.52 | 93,517,805 | 86.32 | 175 |
3 | That the Remuneration Policy set out in the Remuneration Report contained in the Governance section of the Annual Report and Financial Statements for the financial year ended 31 March 2021 be approved. | 91,703,711 | 98.06 | 1,814,094 | 1.94 | 93,517,805 | 86.32 | 175 |
4 | That the final dividend recommended by the Directors of 1.7 pence per ordinary share for the financial year ended 31 March 2021 be declared payable on 24 September 2021 to all members whose names appear on the Company's register of members at 6.00 p.m. on 10 September 2021. | 93,517,805 | 100.00 | 0 | 0.00 | 93,517,805 | 86.32 | 175 |
5 | To re-appoint Bernard William Fairman as a Director of the Company. | 93,121,016 | 99.60 | 378,129 | 0.40 | 93,499,145 | 86.31 | 18,835 |
6 | To re-appoint Gary Fraser as a Director of the Company. | 93,505,864 | 99.99 | 11,941 | 0.01 | 93,517,805 | 86.32 | 175 |
7 | To re-appoint Geoffrey Gavey as a Director of the Company. | 93,006,066 | 99.45 | 511,739 | 0.55 | 93,517,805 | 86.32 | 175 |
8 | To re-appoint Michael Liston as a Director of the Company. | 92,593,805 | 99.01 | 924,000 | 0.99 | 93,517,805 | 86.32 | 175 |
9 | To re-appoint Alison Hutchinson as a Director of the Company. | 93,517,805 | 100.00 | 0 | 0.00 | 93,517,805 | 86.32 | 175 |
10 | To re-appoint BDO LLP of 55 Baker Street, London W1U 7EU, as the Company's Auditors until the conclusion of the next general meeting of the Company at which financial statements are laid. | 93,517,805 | 100.00 | 0 | 0.00 | 93,517,805 | 86.32 | 175 |
11 | To authorise the Directors to determine the remuneration of the Auditors. | 93,505,864 | 99.99 | 11,941 | 0.01 | 93,517,805 | 86.32 | 175 |
Special Resolutions | ||||||||
12 | Authority to allot shares. | 92,526,086 | 98.94 | 991,719 | 1.06 | 93,517,805 | 86.32 | 175 |
13 | Disapplication of pre-emption rights.
| 92,590,296 | 99.01 | 927,509 | 0.99 | 93,517,805 | 86.32 | 175 |
14 | Additional disapplication of pre-emption rights. | 92,593,805 | 99.01 | 924,000 | 0.99 | 93,517,805 | 86.32 | 175 |
15 | Authority to purchase own shares. | 93,505,847 | 100.00 | 17 | 0.00 | 93,505,864 | 86.32 | 12,116 |
16 | That the existing Articles of the Company be deleted and replaced in their entirety with the amended Articles of Incorporation in the form appended to the notice available for review on our website at www.fsg-investors.com. | 93,517,805 | 100.00 | 0 | 0.00 | 93,517,805 | 86.32 | 175 |
Votes of the Independent Shareholders on the resolutions concerning the election of the Independent Non-Executive Directors | Votes For | % of votes cast | Votes Against | % of votes cast | Votes Total | % TVR Voted* | Votes Withheld | |
Ordinary Resolution | ||||||||
7 | To re-appoint Geoffrey Gavey as a Director of the Company. | 46,029,692 | 98.90 | 511,739 | 1.08 | 46,541,431 | 42.96 | 175 |
8 | To re-appoint Michael Liston as a Director of the Company. | 45,617,431 | 98.01 | 924,000 | 1.98 | 46,541,431 | 42.96 | 175 |
9 | To re-appoint Alison Hutchinson as a Director of the Company. | 46,541,431 | 100.00 | 0 | 0 | 46,541,431 | 42.96 | 175 |
* percentage of the total votes cast vs the total voting rights attributable to the 108,333,333 ordinary voting shares of nil par value
Notes
A 'Vote Withheld' is not a vote in law and has not been counted in the calculation of the proportion of the votes 'For' and 'Against' a resolution.
The total number of shares on the register at the close of business on 24 August 2021, being those eligible to be voted on at the AGM, was 108,333,333. A copy of the resolutions can be found in the Notice of Meeting available at: https://www.fsg-investors.com/shareholder-centre
This announcement is made pursuant to the requirements of Listing Rules 9.6.2 and 9.6.18. Copies of the Special Resolutions approved by shareholders will be submitted as soon as practicable to the UK Listing Authority and will shortly be available for inspection via the National Storage Mechanism:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
The results will also be made available on the Company's website:
https://www.fsg-investors.com/shareholder-centre
For further information contact:
Foresight | ||
Jo Nicolle | jnicolle@foresightgroup.gg | +44 (0) 7790 804263 |
Citigate Dewe Rogerson (Public relations adviser to Foresight Group) | ||
Caroline Merrell | caroline.merrell@citigatedewerogerson.com | +44 (0) 7852 210 329 |
Toby Moore | toby.moore@citigatedewerogerson.com | +44 (0) 7768 981 763 |
Corporate Brokers | ||
Jefferies | +44 (0) 20 7029 8000 | |
Paul Nicholls | ||
Graham Davidson | ||
Lee Morton | ||
Max Jones | ||
Numis | +44 (0) 20 7260 1000 | |
Stephen Westgate | ||
Charlie Farquhar | ||
Jamie Loughborough | ||
Laura White | ||
E&OE - In Transmission
END OF ANNOUNCEMENT