Last checked at 9 May 2023 13:02
9 May 2023
JUST GROUP PLC
(the "Company")
RESULTS OF ANNUAL GENERAL MEETING HELD ON 9 MAY 2023
The Company announces that at its Annual General Meeting ("AGM") held earlier today, all resolutions proposed were duly passed and details of the results of the poll are set out below:
RESOLUTIONS | FOR | AGAINST | TOTAL VOTES CAST | TOTAL VOTES CAST AS A % OF ISSUED SHARE CAPITAL (EXC. VOTES WITHELD) | NO. OF VOTES WITHHELD | |||
RESOLUTIONS: (*Special Resolution)
| NO. OF VOTES | % OF VOTES | NO. OF VOTES | % OF VOTES | ||||
1. | To receive the audited accounts of the Company for the financial year ended 31 December 2022 together with the Strategic Report, Directors' Report and the Auditor's Report on those accounts | 846,785,294 | 99.99 | 57,362 | 0.01 | 846,842,656 | 81.53% | 3,028,869 |
2. | To approve the Directors' Remuneration Report, in the form set out in the 2022 Annual Report and Accounts | 807,852,479 | 95.06 | 41,938,546 | 4.94 | 849,791,025 | 81.81% | 80,500 |
3. | To approve the Directors' Remuneration Policy | 810,331,240 | 95.35 | 39,534,784 | 4.65 | 849,866,024 | 81.82% | 5,501 |
4. | To declare a final dividend of 1.23 pence per ordinary share for the year ended 31 December 2022, payable on 17 May 2023 to ordinary shareholders named on the register of members at the close of business on 14 April 2023, provided that the Board may cancel the dividend and, therefore, payment of the dividend at any time prior to payment, if it considers it necessary to do so for regulatory capital purposes | 849,815,095 | 99.99 | 53,830 | 0.01 | 849,868,925 | 81.82% | 2,600 |
5. | To elect Mary Phibbs as a Director of the Company | 843,330,283 | 99.23 | 6,534,882 | 0.77 | 849,865,165 | 81.82% | 6,360 |
6. | To re-elect Michelle Cracknell as a Director of the Company | 836,272,493 | 98.40 | 13,592,372 | 1.60 | 849,864,865 | 81.82% | 6,660 |
7. | To re-elect John Hastings-Bass as a Director of the Company | 814,021,565 | 95.78 | 35,839,800 | 4.22 | 849,861,365 | 81.82% | 10,160 |
8. | To re-elect Mary Kerrigan as a Director of the Company | 843,330,761 | 99.23 | 6,534,104 | 0.77 | 849,864,865 | 81.82% | 6,660 |
9. | To re-elect Andrew Parsons as a Director of the Company | 841,452,147 | 99.01 | 8,407,731 | 0.99 | 849,859,878 | 81.82% | 11,647 |
10. | To re-elect David Richardson as a Director of the Company | 843,227,393 | 99.22 | 6,632,485 | 0.78 | 849,859,878 | 81.82% | 11,647 |
11. | To re-elect Kalpana Shah as a Director of the Company | 843,232,049 | 99.22 | 6,631,329 | 0.78 | 849,863,378 | 81.82% | 8,147 |
12. | To re-appoint PricewaterhouseCoopers LLP as the Company's auditor | 838,331,956 | 98.64 | 11,539,509 | 1.36 | 849,871,465 | 81.82% | 60 |
13. | To authorise the Group Audit Committee to determine the remuneration of the Company's auditor | 849,782,143 | 99.99 | 87,835 | 0.01 | 849,869,978 | 81.82% | 1,547 |
14. | To authorise the Company to make political donations | 844,217,624 | 99.66 | 2,853,901 | 0.34 | 847,071,525 | 81.55% | 2,800,000 |
15. | To authorise the Directors to allot shares. | 844,413,023 | 99.36 | 5,454,772 | 0.64 | 849,867,795 | 81.82% | 3,730 |
16. | To grant the Directors general authority to disapply pre-emption rights* | 829,261,101 | 97.58 | 20,606,924 | 2.42 | 849,868,025 | 81.82% | 3,500 |
17. | To grant the Directors additional authority to disapply pre-emption rights (acquisitions/capital investments)* | 764,655,856 | 89.97 | 85,215,669 | 10.03 | 849,871,525 | 81.82% | 0 |
18. | To authorise the Company to purchase its own shares* | 836,892,589 | 98.64 | 11,498,914 | 1.36 | 848,391,503 | 81.68% | 1,480,022 |
19. | To authorise the Directors to allot shares in relation to contingent convertible securities | 836,984,376 | 98.48 | 12,879,949 | 1.52 | 849,864,325 | 81.82% | 7,200 |
20. | To disapply pre-emption rights in relation to contingent convertible securities* | 837,016,716 | 98.49 | 12,854,809 | 1.51 | 849,871,525 | 81.82% | 0 |
21. | To authorise the Directors to convene a general meeting on not less than 14 clear days' notice* | 841,083,653 | 98.97 | 8,787,872 | 1.03 | 849,871,525 | 81.82% | 0 |
22. | To approve the rules of the Just Group plc Long Term Incentive Plan | 836,471,237 | 98.43 | 13,324,987 | 1.57 | 849,796,224 | 81.81% | 75,301 |
23. | To approve the rules of the Just Group plc Deferred Share Bonus Plan | 838,132,748 | 98.63 | 11,600,611 | 1.37 | 849,733,359 | 81.81% | 138,166 |
24. | To approve the rules of the Just Group plc Sharesave Scheme | 849,748,019 | 99.99 | 43,019 | 0.01 | 849,791,038 | 81.81% | 80,487 |
Full details of the resolutions passed, together with explanatory notes, are set out in the Notice of Annual General Meeting dated 24 March 2023, which is available at https://www.justgroupplc.co.uk/investors/shareholder-information/agm.
Notes:
1) The votes "For" and "Against" are expressed as a percentage of the votes cast.
2) Votes "For" include discretionary votes.
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 total number of shares in issue on 4 May 2023 was 1,038,702,932 ordinary shares of 10 pence each, which was the total number of shares entitling the holders to attend and vote for or against all the resolutions at the AGM. In accordance with the Company's Articles of Association, on a poll every member present in person or by proxy has one vote for every share held.
In accordance with Listing Rule 9.6.2, copies of all resolutions, other than those concerning ordinary business passed at the AGM, will shortly be available for inspection on the FCA's National Storage Mechanism, at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Board & Committee changes
The membership of the Just Group plc Board, key board committees and main subsidiaries following the AGM are shown below.
Just Group plc ("Group") Board: | John Hastings-Bass - Chair
Executive Directors:
David Richardson - Group Chief Executive Officer Andrew Parsons (known as Andy Parsons) - Group Chief Financial Officer Independent Non-Executive Directors:
Paul Bishop Michelle Cracknell Mary Kerrigan Mary Phibbs - Senior Independent Director Kalpana Shah
|
Group Audit Committee: | Paul Bishop - Chair Mary Kerrigan Mary Phibbs Kalpana Shah
|
Group Risk and Compliance Committee: | Kalpana Shah - Chair John Hastings-Bass Mary Phibbs
|
Market Disclosure Committee: | John Hastings-Bass - Chair Andy Parsons Mary Phibbs David Richardson
|
Nomination and Governance Committee: | John Hastings-Bass - Chair Michelle Cracknell Mary Phibbs
|
Remuneration Committee: | Michelle Cracknell - Chair John Hastings-Bass Mary Phibbs
|
As previously reported, Paul Bishop did not seek re-election at the 2023 AGM and therefore retired from the Group Board at the conclusion of the meeting. However, as announced on 3 May 2023, he has been reappointed as an Independent Non-Executive Director of the Group and as Chair of the Group, JRL and PLACL Audit Committees ("Audit Chair"). Paul will also remain as a Non-Executive Director of the of the Group's regulated life companies, JRL and PLACL. Paul will continue as a Non-Executive Director and Audit Chair until the authorisation process for Mary Phibbs is complete to provide continuity and ensure a smooth transition.
Enquiries
General Simon Watson, Group Company Secretary Telephone: +44 (0) 20 7444 8400
Investors / Analysts Alistair Smith, Investor Relations Telephone: +44 (0) 1737 232 792 alistair.smith@wearejust.co.uk
Paul Kelly, Investor Relations Telephone: +44 (0) 20 7444 8127 paul.kelly@wearejust.co.uk
|
Media Stephen Lowe, Group Communications Director Telephone: +44 (0) 1737 827 301 press.office@wearejust.co.uk
Temple Bar Advisory Alex Child-Villiers William Barker Telephone: +44 (0) 20 7183 1190 |
A copy of this announcement will be available on the Group's website www.justgroupplc.co.uk.
JUST GROUP PLC
Enterprise House
Bancroft Road
Reigate
RH2 7RP