Last checked at 7 Jun 2018 15:30
7 June 2018
Mears Group PLC
("Mears")
Result of AGM
At the Annual General Meeting ("AGM") of Mears, held at Carpenters' Hall, Throgmorton Avenue, London, EC2N 2JJ on 7 June 2018, all resolutions were duly passed on a poll.
The results of each resolution were as follows:
Resolution | Votes For | Votes Against | Votes withheld | Total votes cast | Percentage of issued share capital voted (%) |
1: To receive and adopt the Directors' and Auditor's Reports and Audited Accounts for the year ended 31 December 2017 | 82,327,633 | 383,044 | 374,000 | 82,710,677 | 79.82% |
2 To approve the Remuneration report | 77,588,906 | 5,532,133 | 4,000 | 83,121,039 | 80.22% |
3 To re-appoint Grant Thornton UK LLP as auditor of the Company | 82,670,914 | 413,404 | 359 | 83,084,318 | 80.18% |
4 To authorise the Directors to fix the remuneration of the auditor | 83,079,493 | 2,184 | 3,000 | 83,081,677 | 80.18% |
5 To approve a final dividend of 8.55p per ordinary share | 83,082,663 | 2,014 | 0 | 83,084,677 | 80.18% |
6 To re-elect Bob Holt | 44,061,456 | 23,960,765 | 15,102,818 | 68,022,221 | 65.64% |
7 To re-elect David Miles | 83,054,382 | 27,249 | 3,046 | 83,081,631 | 80.18% |
8 To re-elect Andrew Smith | 82,983,097 | 98,534 | 3,046 | 83,081,631 | 80.18% |
9 To re-elect Alan Long | 83,054,382 | 27,249 | 3,046 | 83,081,631 | 80.18% |
10 To re-elect Geraint Davies | 82,702,947 | 378,684 | 3,046 | 83,081,631 | 80.18% |
11 To re-elect Julia Unwin | 82,962,509 | 119,122 | 3,046 | 83,081,631 | 80.18% |
12 To re-elect Roy Irwin | 83,079,447 | 2,184 | 3,046 | 83,081,631 | 80.18% |
13 To re-elect Jason Burt | 83,076,947 | 4,684 | 3,046 | 83,081,631 | 80.18% |
14 To elect Elizabeth Corrado | 83,061,447 | 2,184 | 21,046 | 83,063,631 | 80.16% |
15 To elect Amanda Hillerby | 83,036,382 | 27,249 | 21,046 | 83,063,631 | 80.16% |
16 To authorise the Directors to allot relevant securities generally pursuant to Section 551 of the Companies Act 2006 in connection with a rights issue, open offer or other offer of securities | 66,385,484 | 16,699,147 | 46 | 83,084,631 | 80.18% |
17 To authorise the Directors to allot relevant securities generally pursuant to Section 570 of the Companies Act 2006 | 71,589,241 | 11,495,390 | 46 | 83,084,631 | 80.18% |
18 To authorise the Directors to allot relevant securities generally pursuant to Section 570 of the Companies Act 2006 for the purpose of financing an acquisition or other capital investment | 64,412,357 | 18,672,274 | 46 | 83,084,631 | 80.18% |
19 To authorise the holding of general meetings on 14 clear days' notice | 72,713,056 | 10,371,575 | 46 | 83,084,631 | 80.18% |
Notes:
(i) Votes 'For' include those votes giving the Chairman discretion.
(ii) The number of ordinary shares in issue on 7 June 2018 was 103,621,576. Shareholders are entitled to one vote per share.
(iii) A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes validly cast.
Full details of the resolutions are set out in the Notice of Annual General Meeting dated 4 May 2018 (which is available on the Company's website at https://investors.mearsgroup.co.uk/i/shareholders/meetings%20and%20voting/)
Resolutions 1 to 16 were ordinary resolutions, requiring more than 50 per cent. of shareholders' votes to be cast in favour of the resolutions. Resolutions 17 to 19 were special resolutions, requiring at least 75 per cent. of shareholders' votes to be cast in favour of the resolutions.
The Board notes the outcome of the shareholder vote on Resolution 6 concerning the re-election of the Chairman, Bob Holt. The Board has consulted with a number of shareholders to understand the reasons behind their negative vote and will continue to engage with shareholders on this matter.
Despite engagement with shareholders, the Board notes significant votes against Resolution 16 (Issue of shares) and Resolution 18 (Dis-application of pre-emption rights). These Resolutions are consistent with the latest investor guidelines and with the resolutions approved in previous years. The Company will consult with shareholders voting against these resolutions to understand their views in relation to the specific authorities sought. The outcome of this exercise will be reported back to the Board for further consideration and a summary of any decisions or actions taken by the Board as a result will be included in the explanatory materials accompanying the notice of annual general meeting in 2019.
A copy of all the resolutions passed at the Annual General Meeting has been submitted to the Financial Conduct Authority via the National Storage Mechanism and will shortly be available for inspection at http://www.morningstar.co.uk/uk/nsm.
For further information, contact:
Mears Group PLC
Andrew Smith, Finance Director Tel: +44(0)7712 866 461
www.mearsgroup.co.uk
Buchanan
Mark Court, Sophie Wills, Catriona Flint Tel: +44(0)20 7466 5000
mears@buchanan.uk.com
Notes for editors
Mears employs around 12,000 people and provides services in every region of the UK. In partnership with our Housing clients, we maintain, repair and upgrade the homes of hundreds of thousands of people in communities from remote rural villages to large inner city estates. Mears has extended its activities to provide broader housing solutions to solve the challenge posed by the lack of affordable housing. Our Care teams provide support to over 15,000 people a year, enabling older and disabled people to continue living in their own homes.
We focus on long-term outcomes for people rather than short-term solutions, and invest in innovations that make a positive impact on people's quality of life and on their communities' social, economic and environmental wellbeing.