Last checked at 10 May 2023 15:25
10 May 2023
Jupiter Fund Management plc (the "Company")
Results of the Annual General Meeting
The Board announces that at the Annual General Meeting ("AGM") of the Company held today, 10 May 2023, at The Zig Zag Building, 70 Victoria Street, London SW1E 6SQ, all of the resolutions put before the meeting were passed by the requisite majorities, with the exception of Special Resolutions 16 and 17.
The results of the AGM resolutions, all decided by way of poll, are set out below.
Resolutions | For | % of total votes for | Against | % of total votes against | Total votes | Votes withheld* |
1. To receive the report of the Directors and the Accounts of the Company for the year ended 31 December 2023 | 410,383,086 | 100.00% | 9,818 | 0.00% | 410,392,904 | 276,610 |
2. To approve the Annual Remuneration Report for the year ended 31 December 2023 | 286,592,282 | 93.21% | 20,883,408 | 6.79% | 307,475,690 | 103,193,824 |
3. To approve a final dividend of 0.5 pence for the year ended 31 December 2022 | 410,613,356 | 100.00% | 18,296 | 0.00% | 410,631,652 | 37,862 |
4. To elect Matthew Beesley as a Director | 409,144,050 | 99.65% | 1,420,468 | 0.35% | 410,564,518 | 104,996 |
5. To re-elect David Cruickshank as a Director | 406,724,447 | 99.06% | 3,839,835 | 0.94% | 410,564,282 | 105,232 |
6. To re-elect Wayne Mepham as a Director | 408,799,223 | 99.57% | 1,765,060 | 0.43% | 410,564,283 | 105,231 |
7. To re-elect Dale Murray as a Director | 303,237,629 | 73.86% | 107,326,623 | 26.14% | 410,564,252 | 105,262 |
8. To re-elect Suzy Neubert as a Director | 406,731,294 | 99.07% | 3,832,989 | 0.93% | 410,564,283 | 105,231 |
10. To re-elect Karl Sternberg as a Director | 393,181,477 | 95.77% | 17,382,805 | 4.23% | 410,564,282 | 105,232 |
11. To re-elect Roger Yates as a Director | 393,278,413 | 95.83% | 17,132,781 | 4.17% | 410,411,194 | 258,320 |
12. To appoint Ernst & Young LLP as the Company's auditors | 409,206,280 | 99.65% | 1,425,372 | 0.35% | 410,631,652 | 37,862 |
13. To authorise the Audit and Risk Committee to set the remuneration of the auditor | 410,567,039 | 99.98% | 69,141 | 0.02% | 410,636,180 | 33,334 |
14. To authorise the Directors to allot shares in the Company | 305,998,525 | 74.52% | 104,628,227 | 25.48% | 410,626,752 | 42,762 |
15. To authorise political donations and political expenditure | 306,723,417 | 99.74% | 786,969 | 0.26% | 307,510,386 | 103,159,128 |
16. To authorise the Directors to disapply pre-emption rights | 289,638,236 | 70.54% | 120,977,066 | 29.46% | 410,615,302 | 54,212 |
17. To authorise the Company to purchase its own shares | 306,087,781 | 74.55% | 104,478,308 | 25.45% | 410,566,089 | 103,426 |
18. To approve general meetings (other than annual general meetings) of the Company being called on 14 clear days' notice | 405,844,829 | 98.83% | 4,786,823 | 1.17% | 410,631,652 | 37,862 |
*Please note that 'vote withheld' is not a vote under English law and is not counted in the calculation of votes 'for' or 'against' a resolution, or in the 'votes cast as a percentage of issued share capital'.
The Board notes that while most resolutions were passed with majorities well in excess of the minimum required, resolution 16 (to authorise the Directors to disapply pre-emption rights) and resolution 17 (to authorise the Company to purchase its own shares), both special resolutions requiring the support of 75% of those voting, received votes slightly below this threshold (receiving 70.54% votes in favour and 74.55% vote in favour respectively).
The Board also notes that resolution 7 and resolution 14, whilst receiving the requisite level of votes to pass, received a significant proportion of votes against.
Following the outcome of today's vote, we will continue to engage with shareholders in relation to these matters and provide appropriate updates in due course, in-line with the requirements of the UK Corporate Governance Code.
In terms of resolution 16, we note that the authority requested was in line with the threshold contained in the Pre-emption Group's 2015 Statement of Principles and standard market practice seen in the UK in previous years. The Board was disappointed with this outcome, particularly as it had taken the view that it would be appropriate to continue to apply the lower limit of 5%, rather than seeking the higher limit of 10% as set out in the revised statement of principles and template resolutions published by the Pre-Emption Group in November 2022, and given that it had also expressly confirmed that it would follow the shareholder protections set out in such revised statement of principles. The Company currently has no plans to issue shares on a non-pre-emptive basis as contemplated by the proposed resolution.
Whilst we believe that the authority sought under resolution 17 was in the best interest of the Company and are disappointed that it has not been passed in order to support our intention to supplement ordinary dividends with further share repurchases, the Board will continue to manage capital in accordance with our capital allocation policy, and to ensure that our returns to shareholders are made on a clear, repeatable and sustainable basis. This means that the share repurchase programme, in the amount of £16m, which was previously announced on 24 February 2023 will not proceed and we will continue to engage with shareholders and provide a further update to shareholders on this matter at our interim results in July.
The issued share capital of the Company comprises 544,979,510 shares and votes cast as a percentage of the issued share capital amounted to 75.35%. Resolution 18 was passed as a special resolution.
The Company has sent copies of the resolutions passed at the AGM, other than those concerning ordinary business,to the FCA's National Storage Mechanism and they are available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
The results of the AGM will be available shortly on the Company's website at https://www.jupiteram.com/investor-relations/
For further information please contact:
Investors Media
Jupiter Lisa Daniels Despina Constantinides
+44 (0)20 3817 1664 +44 (0)20 3817 1278
Powerscourt Justin Griffiths
+44 (0)20 7250 1446
Jupiter Fund Management plc
LEI Number: 5493003DJ1G01IMQ7S28