Last checked at 10 May 2022 13:00
10 May 2022
JUST Group plc
(the "Company")
RESULTS OF ANNUAL GENERAL MEETING HELD ON 10 MAY 2022
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 | |||
No. of votes | % of votes | No. of votes | % of votes | |||||
Ordinary Resolutions: | ||||||||
1. | To receive the Annual Report and Accounts for the year ended 31 December 2021 | 841,753,914 | 98.79 | 10,314,818 | 1.21 | 852,068,732 | 82.03% | 1,712,672 |
2. | To approve the Directors' Remuneration Report for the year ended 31 December 2021 | 836,645,279 | 98.00 | 17,059,622 | 2.00 | 853,704,901 | 82.19% | 76,503 |
3. | To declare a final dividend of 1.0 pence per ordinary share for the year ended 31 December 2021 | 853,780,104 | 100.00 | 1,300 | 0.00 | 853,781,404 | 82.20% | 0 |
4. | To elect Mary Kerrigan as a Director of the Company | 852,481,981 | 99.86 | 1,230,472 | 0.14 | 853,712,453 | 82.19% | 68,951 |
5. | To re-elect Paul Bishop as a Director of the Company | 844,599,197 | 98.93 | 9,111,769 | 1.07 | 853,710,966 | 82.19% | 70,438 |
6. | To re-elect Ian Cormack as a Director of the Company | 831,254,312 | 97.37 | 22,456,612 | 2.63 | 853,710,924 | 82.19% | 70,480 |
7. | To re-elect Michelle Cracknell as a Director of the Company | 846,250,334 | 99.13 | 7,462,119 | 0.87 | 853,712,453 | 82.19% | 68,951 |
8. | To re-elect John Hastings-Bass as a Director of the Company | 826,605,296 | 96.82 | 27,105,670 | 3.18 | 853,710,966 | 82.19% | 70,438 |
9. | To re-elect Andrew Melcher as a Director of the Company | 851,671,975 | 99.76 | 2,040,478 | 0.24 | 853,712,453 | 82.19% | 68,951 |
10. | To re-elect Andrew Parsons as a Director of the Company | 849,941,412 | 99.56 | 3,769,554 | 0.44 | 853,710,966 | 82.19% | 70,438 |
11. | To re-elect David Richardson as a Director of the Company | 851,610,368 | 99.76 | 2,046,329 | 0.24 | 853,656,697 | 82.19% | 124,707 |
12. | To re-elect Kalpana Shah as a Director of the Company | 851,575,597 | 99.75 | 2,136,856 | 0.25 | 853,712,453 | 82.19% | 68,951 |
13. | To reappoint PricewaterhouseCoopers LLP as the Company's auditor | 843,418,558 | 98.79 | 10,356,600 | 1.21 | 853,775,158 | 82.20% | 6,246 |
14. | To authorise the Audit Committee to determine the remuneration of the Company's auditor | 853,702,266 | 99.99 | 71,405 | 0.01 | 853,773,671 | 82.20% | 7,733 |
15. | To authorise the Company to make political donations | 849,321,326 | 99.48 | 4,458,578 | 0.52 | 853,779,904 | 82.20% | 1,500 |
16. | To authorise the Directors to allot shares | 848,034,744 | 99.33 | 5,746,660 | 0.67 | 853,781,404 | 82.20% | 0 |
Special ResolutionS: | ||||||||
17. | To disapply statutory pre-emption rights on up to 5% of the issued share capital of the Company | 853,052,253 | 99.91 | 727,648 | 0.09 | 853,779,901 | 82.20% | 1,503 |
18. | To disapply statutory pre-emption rights on an additional 5% of the issued share capital of the Company | 842,046,164 | 98.63 | 11,733,737 | 1.37 | 853,779,901 | 82.20% | 1,503 |
19. | To authorise the Company to purchase its own shares | 842,656,906 | 98.79 | 10,308,528 | 1.21 | 852,965,434 | 82.12% | 815,970 |
Ordinary Resolution: | ||||||||
20. | To authorise the Directors to allot shares in relation to contingent convertible securities | 842,277,552 | 98.66 | 11,427,124 | 1.34 | 853,704,676 | 82.19% | 76,728 |
Special ResolutionS: | ||||||||
21. | To disapply pre-emption rights in relation to contingent convertible securities. | 842,252,861 | 98.66 | 11,452,040 | 1.34 | 853,704,901 | 82.19% | 76,503 |
22. | To authorise the Directors to convene a general meeting on not less than 14 clear days' notice | 843,576,714 | 98.80 | 10,204,690 | 1.20 | 853,781,404 | 82.20% | 0 |
23. | To adopt new articles of association. | 853,705,590 | 100.00 | 38,307 | 0.00 | 853,743,897 | 82.20% | 37,507 |
Full details of the resolutions passed, together with explanatory notes, are set out in the Notice of Annual General Meeting dated 30 March 2022, which is available at https://www.justgroupplc.co.uk/investors/shareholder-information/agm.
Notes:
1) The votes "For" and "Against" are expressed in 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 6 May 2022 was 1,038,675,243 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.
In compliance with Listing Rule 9.2.6E, a copy of the newly adopted articles of association of the Company has also been submitted to the National Storage Mechanism. A copy has also been made available on the Company's website.
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