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21 Dec 2021 15:52
21 December 2021
The Go-Ahead Group plc (the "Company")
VOTING RESULTS OF 2021 ANNUAL GENERAL MEETING
At the Annual General Meeting of the Company held today at 11.00am, all resolutions were passed on a poll. The total number of votes received on each resolution is as follows:
| Resolution | For | % of votes cast | Against | % of vote cast | Votes cast as % of issued share capital | Withheld |
1 | To elect Christian Schreyer as a director | 26,557,354 | 99.75 | 66,450 | 0.25 | 61.66% | 4,343 |
2 | To elect Gordon Boyd as a director | 26,554,884 | 99.74 | 69,251 | 0.26 | 61.66% | 4,012 |
3 | To re-elect Clare Hollingsworth as a director | 26,117,268 | 98.10 | 505,854 | 1.90 | 61.66% | 5,025 |
4 | To re-elect Adrian Ewer as a director | 6,377,853 | 53.53 | 5,536,394 | 46.47 | 27.59% | 14,713,900 |
5 | To re-elect Harry Holt as a director | 26,271,953 | 98.68 | 351,667 | 1.32 | 61.66% | 4,527 |
6 | To re-elect Leanne Wood as a director | 26,304,002 | 98.80 | 319,618 | 1.20 | 61.66% | 4,527 |
7 | To authorise the Company to make political donations and incur political expenditure | 26,399,625 | 99.81 | 50,664 | 0.19 | 61.26% | 177,858 |
8 | To authorise the directors to allot shares | 26,333,061 | 98.91 | 290,040 | 1.09 | 61.66% | 5,046 |
9 | To authorise the directors to disapply pre-emption rights (special resolution) | 26,571,052 | 99.81 | 51,118 | 0.19 | 61.66% | 5,977 |
10 | To give authority to the Company to make market purchases of its own shares (special resolution) | 26,396,520 | 99.22 | 207,112 | 0.78 | 61.61% | 24,515 |
11 | To authorise the calling of general meetings of the Company by notice of 14 clear days (special resolution) | 25,653,064 | 96.35 | 970,937 | 3.65 | 61.66% | 4,146 |
Notes:
1. Any proxy appointments which gave discretion to the Chairman have been included in the "for" total. 2. The Group's issued capital (excluding treasury shares) at the date of the meeting 43,177,390 ordinary shares of 10p each. Each ordinary share carries the right to one vote and, therefore, at the date of the meeting there were 43,177,390 voting rights in the Group. 3. A "vote withheld" is not a vote in law and is not counted in the calculation of the proportion of the votes "for" and "against" a resolution. 4. All percentages are shown to two decimal places. |
This information will also shortly be available to view on the Company's website at: www.go-ahead.com. A copy of the resolutions relating to special business at the Annual General Meeting have today been submitted to the National Storage Mechanism and will shortly be available for inspection at www.data.fca.org.uk/#/nsm/nationalstoragemechanism.
UK Corporate Governance Code statement - Resolution 4
Resolution 4 concerning the re-election of Adrian Ewer as a director of the Company was passed as an ordinary resolution, with 53% of votes in favour. Adrian Ewer is Senior Independent Director and Chair of the Audit Committee and the Group understands that this voting outcome is attributable to concerns in relation to the issues identified in connection with London & South Eastern Railway Ltd (LSER). In accordance with the UK Corporate Governance Code 2018, the Board will consult with shareholders and will consider their feedback in connection with this matter. As recently announced, the Group has appointed Dominic Lavelle and David Blackwood as Independent Non-Executive Directors, with Dominic Lavelle assuming the role of Audit Committee Chair Designate and David Blackwood assuming the role of Senior Independent Director Designate both with effect from 1 January 2022. These appointments reflect the Board's succession planning, with Adrian Ewer reaching a nine year term in April 2022.
For further information please contact:
Carolyn Ferguson, Group Company Secretary - 0191 232 3123
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