Last checked at 9 Nov 2017 18:23
09 November 2017
Hansard Global plc
Results of Annual General Meeting held on 8th November 2017
Hansard Global plc (the "Company") announces that at its Annual General Meeting ("AGM") held on 8 November 2017, Resolutions 1 to 13 (inclusive) as ordinary resolutions together with Resolution 14 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 2017 Directors' Report and Accounts and the auditor's report | 100,931,163 | 99.96 | 35,996 | 0.04 | 100,967,159 | 73.46 | 335,324 |
2. | To approve the Remuneration Report for the year ended 30th June 2017 | 97,552,458 | 96.31 | 3,742,025 | 3.69 | 101,294,483 | 73.70 | 8,000 |
3. | To declare a final dividend of 5.30 pence per share | 101,302,483 | 100 | 0 | 0 | 101,302,483 | 73.70 | 0 |
4. | To re-elect Dr L S Polonsky CBE as a director | 100,626,422 | 99.33 | 676,061 | 0.67 | 101,302,483 | 73.70 | 0 |
5. | To re-elect Mr M Dyson as a director | 97,313,587 | 96.25 | 3,790,724 | 3.75 | 101,104,311 | 73.56 | 198,172 |
6. | To re-elect Mr P P C Gregory as a director | 99,823,215 | 98.54 | 1,479,268 | 1.46 | 101,302,483 | 73.70 | 0 |
7. | To re-elect Mr G S Marr as a director | 101,277,152 | 99.97 | 25,331 | 0.03 | 101,302,483 | 73.70 | 0 |
8. | To re-elect Mr A C Frepp as a director | 101,002,418 | 99.7 | 300,065 | 0.3 | 101,302,483 | 73.70 | 0 |
9. | To re-elect Mr T N Davies as a director | 101,268,903 | 99.97 | 33,580 | 0.03 | 101,302,483 | 73.70 | 0 |
10. | To re-appoint Mr M A L Polonsky as an Alternate Director (alternate to Dr L S Polonsky CBE) | 73,893,606 | 72.96 | 27,388,630 | 27.04 | 101,282,236 | 73.69 | 20,247 |
11. | To re-appoint PricewaterhouseCoopers LLC, Isle of Man as auditor | 100,916,569 | 99.61 | 396,777 | 0.39 | 101,313,346 | 73.71 | 217 |
12. | To approve the Hansard Global Sharesave Option Plan 2017 | 101,255,603 | 99.95 | 46,580 | 0.05 | 101,302,183 | 73.70 | 300 |
13. | To authorise the Company to buy back its own ordinary shares | 100,277,112 | 98.99 | 1,025,371 | 1.01 | 101,302,483 | 73.70 | 0 |
14. | To give the directors authority to allot shares | 100,684,286 | 99.41 | 599,117 | 0.59 | 101,283,403 | 73.69 | 8,000 |
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 |
5. | 30,991,001 | 3,790,724 | 198,172 |
8. | 34,679,832 | 300,065 | 0 |
Notes:
1. Proxy Results are taken from the 70 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 8th November 2017 2017 was 137,449,611 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 5 & 8) 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 respect of resolution 10, the Board notes that a significant proportion of votes have been cast against the reappointment of Mr Polonsky as an alternate director to Dr Polonsky CBE. This appointment is part of a long term succession plan for the Polonsky family and the Polonsky Foundation holdings.
7. 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