Last checked at 16 Nov 2023 16:00
16 November 2023
KIER GROUP PLC
RESULT OF ANNUAL GENERAL MEETING
Kier Group plc (the "Company") announces the results of its Annual General Meeting held on 16 November 2023. The voting was held on a poll and the results for each resolution were as follows:
Resolution | Votes for | % votes for1 | Votes against | % votes Against1 | Votes Withheld2 | Total votes validly cast2 | % voted3 | |
1 | To receive the Annual Report and Accounts for the year ended 30 June 2023 | 267,582,970 | 99.99 | 17,669 | 0.01 | 565,221 | 267,600,639 | 59.95 |
2 | To approve the Directors' remuneration policy | 158,612,472 | 61.40 | 99,696,433 | 38.60 | 9,860,396 | 258,308,905 | 57.87 |
3 | To approve the Directors' remuneration report for the year ended 30 June 2023 | 267,251,805 | 99.69 | 835,349 | 0.31 | 82,147 | 268,087,154 | 60.06 |
4 | To re-elect Mr MJ Lester as a Director | 234,701,884 | 87.55 | 33,382,597 | 12.45 | 84,820 | 268,084,481 | 60.06 |
5 | To re-elect Mr AOB Davies as a Director | 261,665,666 | 97.60 | 6,439,115 | 2.40 | 64,520 | 268,104,781 | 60.07 |
6 | To re-elect Mr SJ Kesterton as a Director | 267,101,080 | 99.63 | 1,003,701 | 0.37 | 64,520 | 268,104,781 | 60.07 |
7 | To re-elect Mr JR Atkinson as a Director | 255,425,116 | 95.28 | 12,649,628 | 4.72 | 94,557 | 268,074,744 | 60.06 |
8 | To re-elect Ms AJ Atkinson as a Director | 263,589,918 | 98.33 | 4,468,524 | 1.67 | 103,996 | 268,058,442 | 60.06 |
9 | To re-elect Ms MC Browne OBE as a Director | 263,333,064 | 98.24 | 4,711,339 | 1.76 | 124,898 | 268,044,403 | 60.05 |
10 | To elect Ms MG Hassall as a Director | 267,823,677 | 99.92 | 207,691 | 0.08 | 137,933 | 268,031,368 | 60.05 |
11 | To re-elect Mr CG Watson as a Director | 262,060,542 | 97.76 | 6,007,222 | 2.24 | 101,537 | 268,067,764 | 60.06 |
12 | To re-appoint PricewaterhouseCoopers LLP as auditor | 264,311,222 | 98.62 | 3,704,415 | 1.38 | 138,540 | 268,015,637 | 60.05 |
13 | To authorise the Risk Management and Audit Committee to agree the remuneration of the auditor | 267,736,509 | 99.94 | 166,682 | 0.06 | 266,110 | 267,903,191 | 60.02 |
14 | To authorise pollical donations | 267,073,907 | 99.70 | 800,162 | 0.30 | 295,232 | 267,874,069 | 60.01 |
15 | To authorise the Directors to allot shares | 258,042,503 | 96.31 | 9,873,616 | 3.69 | 238,058 | 267,916,119 | 60.02 |
16 | To authorise the Directors to disapply pre-emption rights (general) | 266,059,625 | 99.24 | 2,034,322 | 0.76 | 75,354 | 268,093,947 | 60.06 |
17 | To authorise the Directors to disapply pre-emption rights (acquisition or specified capital investment) | 265,341,195 | 98.97 | 2,768,710 | 1.03 | 59,396 | 268,109,905 | 60.07 |
18 | To authorise the Company to make market purchases of the Company's ordinary shares of 1p each | 267,670,222 | 99.94 | 156,871 | 0.06 | 342,208 | 267,827,093 | 60.00 |
19 | To approve the cancellation of the Company's share premium account | 267,866,932 | 99.93 | 197,686 | 0.07 | 104,683 | 268,064,618 | 60.06 |
20 | To approve the cancellation of the Company's capital redemption reserve | 267,936,317 | 99.95 | 132,553 | 0.05 | 100,431 | 268,068,870 | 60.06 |
21 | To authorise the Company to call general meetings, other than annual general meetings, on not less than 14 clear days' notice | 263,521,613 | 98.29 | 4,595,572 | 1.71 | 52,116 | 268,117,185 | 60.07 |
Notes:
1. Expressed as a percentage of all votes validly cast (and does not include votes withheld).
2. A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes validly cast.
3. Expressed as a percentage of the total issued share capital on 14 November 2023. The number of ordinary shares in issue on 14 November 2023 was 446,354,414.
Shareholders are entitled to one vote per share. Resolutions 1 to 15 (inclusive) were passed as ordinary resolutions and resolutions 16 to 21 (inclusive) were passed as special resolutions.
The Board notes that Resolution 2 (which related to the binding vote on the Directors' Remuneration Policy) was passed with 61.4% of votes in favour. The Chair of the Remuneration Committee consulted extensively with a wide range of shareholders on the proposed Directors' Remuneration Policy which was designed to appropriately incentivise the Chief Executive and Chief Financial Officer to continue to deliver on the medium-term value creation plan, the achievement of which will benefit the Company, its shareholders and other stakeholders. The Board is grateful to shareholders for their engagement earlier in the year and in the lead up to the AGM, during which shareholders expressed different perspectives. The Company remains committed to ongoing shareholder engagement and will continue to do so to ensure that the Company understands shareholders' views and is able to consider feedback on the Company's approach to remuneration going forward. The Company will provide an update on engagement within six months and in next year's annual report, in line with the provisions of the UK Corporate Governance Code.
Following the passing of resolutions 19 and 20, the Company intends to apply to the High Court of Justice in England and Wales (the "Court") to approve the cancellation of both the Company's share premium account and the Company's capital redemption reserve (collectively, the "Capital Reduction"). The expected timetable of principal events with respect to the Capital Reduction is as follows:
Principal event | Date |
Expected date for the directions hearing for the Court to consider the Capital Reduction application | 1 December 2023 |
Expected date for the hearing by Court to confirm the Capital Reduction | 19 December 2023 |
Expected date that the Capital Reduction becomes effective | Late December 2023 |
Notes:
1. The dates set out in this timetable are based on the Company's current expectations and are subject to change. The times and dates are indicative only and will depend, among other things, on the date upon which the Court confirms the Capital Reduction. The provisional final hearing date will be subject to change and dependent on the Court.
2. All times shown are London times unless otherwise stated.
A copy of all resolutions passed, other than those concerning ordinary business, will today be submitted to the National Storage Mechanism in accordance with Listing Rule 9.6.2. These resolutions will shortly be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
The Kier Group plc Legal Entity Identifier is 2138002RKCU2OM4Y7O48.
For enquiries, please contact:
Kier Group plc | |
Jaime Tham Company Secretary | +44 (0) 7801 975 672 |
FTI Consulting | |
Richard Mountain / Ben Fletcher | +44 (0) 20 3727 1340 |