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8 May 2015 15:51
Morgan Advanced Materials plc
RESULTS OF ANNUAL GENERAL MEETING
Morgan Advanced Materials plc confirms that all resolutions set out in the notice of its 2015 Annual General Meeting were duly passed by the requisite number of shareholders on a poll, at the meeting held on 8 May 2015.
The poll results of each resolution are set out below. 15 shareholders were at the meeting. The number of the Company's Ordinary shares carrying the right to vote at the meeting was 285,369,988. Each share carried one vote.
Resolution | Votes For (see note 1) | Votes Against (see note 1) | Votes Withheld (see note 2) | Total Votes Cast (excl. withheld votes) | % of total issued share capital voted (excl. withheld votes) | ||
Number of shares | % of total voted | Number of shares | % of total voted | ||||
1. To receive the audited accounts and the auditor's and Directors' reports for the year ended 31 December 2014 | 232,405,179 | 99.98 | 44,728 | 0.02 | 15,999 | 232,449,907 | 81.46 |
2. To approve the Directors' remuneration report for the year ended 31 December 2014 | 132,075,942 | 57.36 | 98,183,837 | 42.64 | 2,226,102 | 230,259,779 | 80.69 |
3. To declare a final dividend of 7.0 pence per Ordinary share | 232,451,360 | 99.99 | 12,315 | 0.01 | 2,231 | 232,463,675 | 81.46 |
4. To re-elect Andrew Shilston as a Director | 229,763,260 | 98.85 | 2,669,753 | 1.15 | 32,893 | 232,433,013 | 81.45 |
5. To re-elect Douglas Caster as a Director | 232,058,651 | 99.84 | 371,956 | 0.16 | 35,299 | 232,430,607 | 81.45 |
6. To re-elect Kevin Dangerfield as a Director | 231,958,244 | 99.80 | 475,475 | 0.20 | 32,187 | 232,433,719 | 81.45 |
7. To re-elect Andrew Hosty as a Director | 231,942,674 | 99.79 | 491,045 | 0.21 | 32,187 | 232,433,719 | 81.45 |
8. To re-elect Victoire de Margerie as a Director | 232,198,062 | 99.90 | 236,483 | 0.10 | 31,461 | 232,434,545 | 81.45 |
9. To re-elect Andrew Reynolds Smith as a Director | 232,211,396 | 99.91 | 214,180 | 0.09 | 40,330 | 232,425,576 | 81.45 |
10. To re-elect Rob Rowley as a Director | 232,195,131 | 99.90 | 228,575 | 0.10 | 42,200 | 232,423,706 | 81.45 |
11. To reappoint KPMG LLP as auditor of the Company | 228,260,341 | 98.27 | 4,022,008 | 1.73 | 203,532 | 232,282,349 | 81.40 |
12. To authorise the Directors to determine the auditor's remuneration | 232,394,291 | 99.99 | 26,833 | 0.01 | 44,782 | 232,421,124 | 81.45 |
13. To authorise the Company and its subsidiaries to make political donations | 230,225,549 | 99.06 | 2,180,139 | 0.94 | 60,218 | 232,405,688 | 81.44 |
14. To authorise the Directors to allot shares | 229,863,251 | 99.00 | 2,326,267 | 1.00 | 276,388 | 232,189,518 | 81.36 |
15.* To empower the Directors to disapply pre-emption rights | 231,659,184 | 99.66 | 783,542 | 0.34 | 23,180 | 232,442,726 | 81.45 |
16.* To enable the Company to convene a general meeting (other than AGMs) on 14 days' notice | 222,945,613 | 95.91 | 9,496,985 | 4.09 | 23,308 | 232,442,598 | 81.45 |
The Company has always been proactive in engaging with its major shareholders, as well as discussing and considering issues raised by shareholders at its AGMs. Noting the outcome of the vote on the Directors' remuneration report (resolution 2) this year, the Remuneration Committee has undertaken to contact major shareholders to identify their concerns, and the Board will then consider how best to address them.
In accordance with Listing Rule 9.6.2, copies of the resolutions passed by Morgan Advanced Materials plc shareholders concerning items other than ordinary business have been submitted to the National Storage Mechanism and will shortly be available for inspection at www.morningstar.co.uk/uk/NSM.
Notes:
1. Votes "for" and "against" are expressed as a percentage of votes received. Votes "for" include those at the Chairman's discretion.
2. Votes "withheld" are not votes in law and, therefore, have not been included in the calculation of the proportion of votes "for" or "against" a resolution.
* Indicates special resolution.
Enquiries: Stephanie Mackie
Telephone: 01753 837000
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