Last checked at 4 Jun 2019 17:42
The Gym Group plc
(the "Company")
4 June 2019
Annual General Meeting ("AGM") Results
The Company announces that at its Annual General Meeting held earlier today all the resolutions set out in the Notice of Annual General Meeting were passed by the requisite majority. Each of the resolutions put to the AGM was voted on by way of a poll. The results of the poll for each resolution were as follows:
Resolution * indicates Special Resolution | For (No. of shares) | For (%) | Against (No. of shares | Against (%) | Votes Withheld (No. of shares) | Total issued. share capital instructed (%) |
1. To receive the Annual Report and Accounts. | 88,869,533 | 99.98 | 20,594 | 0.02 | 0 | 64.38% |
2. To approve the Remuneration Statement and Remuneration Report. | 78,526,702 | 94.74 | 4,363,298 | 5.26 | 6,000,127 | 60.04% |
3. To approve the Director's remuneration policy. | 84,131,086 | 94.65 | 4,759,041 | 5.35 | 0 | 64.38% |
4. To declare a final dividend of 0.95 pence per share. | 88,890,128 | 100.00 | 0 | 0.00 | 0 | 64.38% |
5. To re-elect Penny Hughes as a Director. | 88,869,011 | 99.98 | 21,116 | 0.02 | 0 | 64.38% |
6. To re-elect Paul Gilbert as a Director. | 86,307,397 | 97.09 | 2,582,730 | 2.91 | 0 | 64.38% |
7. To re-elect John Treharne as a Director. | 85,842,429 | 96.57 | 3,047,698 | 3.43 | 0 | 64.38% |
8. To re-elect Richard Darwin as a Director. | 88,889,606 | 100.00 | 522 | 0.00 | 0 | 64.38% |
9. To re-elect David Kelly as a Director. | 88,876,247 | 99.98 | 13,880 | 0.02 | 0 | 64.38% |
10. To re-elect Emma Woods as a Director. | 88,889,606 | 100.00 | 522 | 0.00 | 0 | 64.38% |
11. To elect Mark George as a Director. | 88,888,831 | 100.00 | 1,297 | 0.00 | 0 | 64.38% |
12. To re-appoint Ernst & Young LLP as auditors of the Company. | 88,814,038 | 99.91 | 76,090 | 0.09 | 0 | 64.38% |
13. To authorise the Audit and Risk Committee to determine the auditors' remuneration. | 88,814,038 | 99.91 | 76,090 | 0.09 | 0 | 64.38% |
14. To authorise the Company to make political donations and incur political expenditure. | 81,746,641 | 92.03 | 7,078,069 | 7.97 | 65,418 | 64.34% |
15. To authorise the Directors to allot ordinary shares. | 88,083,921 | 99.09 | 806,207 | 0.91 | 0 | 64.38% |
16. To approve the rules of Deferred Share Bonus Plan | 87,661,822 | 98.62 | 1,227,784 | 1.38 | 522 | 64.38% |
17. To disapply statutory pre-emption rights* | 88,080,891 | 99.09 | 808,715 | 0.91 | 522 | 64.38% |
18. To disapply statutory pre-emption rights solely in relation to acquisitions and specified capital investments. * | 86,341,414 | 97.13 | 2,548,191 | 2.87 | 522 | 64.38% |
19. To authorise the Company to purchase its own ordinary shares.* | 85,536,281 | 96.23 | 3,353,846 | 3.77 | 0 | 64.38% |
20. To authorise the Directors to hold general meetings on not less than 14 clear days' notice.* | 86,499,903 | 97.31 | 2,390,225 | 2.69 | 0 | 64.38% |
*Special Resolution
NOTES:
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1. | All resolutions were passed.
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2. | Proxy appointments which gave discretion to the Chairman of the AGM have been included in the "For" total for the appropriate resolution
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3. | Votes "For" and "Against" any resolution are expressed as a percentage of votes validly cast for that resolution.
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4. | A "Vote withheld" is not a vote in law and is not counted in the calculation of the percentage of shares voted "For" or "Against" any resolution nor in the calculation of the proportion of "Total issued share capital instructed" for any resolution.
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5. | The number of shares in issue at 6:00 p.m. on 3 June 2019 was 138,064,627 (the "Share Capital") and at that time, the Company did not hold any Ordinary shares in treasury. The Company holds 48,050 non-voting Deferred Ordinary share of £1 each in treasury.
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6. | The proportion of "Total issued share capital instructed" for any resolution is the total of votes validly cast for that resolution (i.e. the total votes "For" and "Against" that resolution) expressed as a percentage of the Share Capital.
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7. | The full text of the resolutions passed at the AGM can be found in the Notice of Annual General Meeting which is available on the Company's website at www.tggplc.com.
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8. | A copy of resolutions 15 and 17-20 passed at the AGM will shortly be submitted to the National Storage Mechanism and will be available for inspection at www.morningstar.co.uk/uk/NSM.
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9. | The complete poll results will be available shortly on the Company's website at www.tggplc.com.
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For further information please contact:
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The Gym Group Company Secretary | |
Mark George | Tel: 0203 319 4820
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