Last checked at 7 Nov 2018 18:05
07 November 2018
Hansard Global plc
Results of Annual General Meeting held on 7th November 2018
Hansard Global plc (the "Company") announces that at its Annual General Meeting ("AGM") held on 7 November 2018, Resolutions 1 to 12 (inclusive) as ordinary resolutions together with Resolution 13 as a special resolution, were duly passed on a show of hands and the results of the proxy votes are as follows:
| RESOLUTION | VOTES FOR | % OF VOTES CAST | VOTES AGAINST | % OF VOTES CAST | VOTES CAST IN TOTAL | TOTAL VOTES CAST AS A % OF ISSUED SHARE CAPITAL | VOTES WITHHELD |
1. | To receive the 2018 Directors' Report and Accounts and the auditor's report thereon. | 99,486,759 | 99.97 | 25,600 | 0.03 | 99,512,359 | 72.34 | 0 |
2. | To approve the Remuneration Report for the year ended 30th June 2018. | 98,330,133 | 98.81 | 1,181,631 | 1.19 | 99,511,764 | 72.34 | 595 |
3. | To declare a final dividend of 2.65 pence per share. | 99,512,359 | 100.00 | 0 | 0 | 99,512,359 | 72.34 | 0 |
4. | To re-appoint Mr M Dyson as a director. | 98,262,932 | 98.74 | 1,249,427 | 1.26 | 99,512,359 | 72.34 | 0 |
5. | To re-appoint Mr P P C Gregory as a director. | 99,475,615 | 99.96 | 36,744 | 0.04 | 99,512,359 | 72.34 | 0 |
6. | To re-appoint Mr G S Marr as a director. | 99,483,864 | 99.97 | 28,495 | 0.03 | 99,512,359 | 72.34 | 0 |
7. | To re-appoint Mr A C Frepp as a director. | 99,475,615 | 99.96 | 36,744 | 0.04 | 99,512,359 | 72.34 | 0 |
8. | To re-appoint Mr T N Davies as a director. | 99,483,864 | 99.97 | 28,495 | 0.03 | 99,512,359 | 72.34 | 0 |
9. | To appoint Mr M A L Polonsky as a director. | 99,473,715 | 99.96 | 38,644 | 0.04 | 99,512,359 | 72.34 | 0 |
10. | To re-appoint PricewaterhouseCoopers LLC, Isle of Man as auditor. | 99,471,846 | 99.96 | 40,285 | 0.04 | 99,512,131 | 72.34 | 228 |
11. | To authorise the Directors to determine the auditor's remuneration. | 99,484,795 | 99.97 | 27,564 | 0.03 | 99,512,359 | 72.34 | 0 |
12. | To renew the Company's authority to purchase its own shares. | 98,350,392 | 98.83 | 1,161,967 | 1.17 | 99,512,359 | 72.34 | 0 |
13. | To renew the Directors' authority to allot shares and disapply pre-emption rights. | 99,027,025 | 99.51 | 485,334 | 0.49 | 99,512,359 | 72.34 | 0 |
Votes of shareholders excluding the controlling shareholder/related parties on election and re-election of independent non-executive directors
RESOLUTION | VOTES For | VOTES AGAINST | VOTES WITHHELD |
4. | 31,108,905 | 1,249,427 | 0 |
7. | 32,321,588 | 36,744 | 0 |
Notes:
1. Proxy Results are taken from the 37 valid Forms of Proxies received.
2. Any proxy appointments giving discretion to the Chairman of the Meeting have been included in the "For" total.
3. A vote "Withheld" is not a vote in law and is not counted in the calculation of the votes "For" or "Against" a resolution.
4. The Company's total ordinary shares in issue (total voting rights) as at 7th November 2018 was 137,557,079 ordinary shares of 50 pence each. Ordinary shareholders are entitled to one vote per ordinary share held.
5. As the Company has a controlling shareholder, Dr Polonsky CBE, as defined in the Financial Conduct Authority's Listing Rules, each resolution to elect an independent non-executive director (resolutions 4 & 7) have under Listing Rule 9.2.2E been approved by a majority of the votes cast by:
(a) the shareholders of the Company as a whole; and
(b) the independent shareholders of the Company, that is, all the shareholders entitled to vote on each resolution, excluding the controlling shareholder.
6. In accordance with Listing Rules 9.6.2, a copy of the special business resolutions passed at the meeting have been submitted to the National Storage Mechanism and will shortly be available for inspection at http://www.morningstar.co.uk/uk/NSM.
Legal Entity Identifier: 213800ZJ9F2EA3Q24K05