21 Apr 2009 18:14
21 April 2009
Management Consulting Group PLC ("Company")
Annual General Meeting 2009
Results of Proxy Voting
At the Annual General Meeting of the Company held on 21 April 2009 at Baker & McKenzie LLP, 100 New Bridge Street, London EC4V 6JA at 2.00 pm, all resolutions were passed on a show of hands.
The following is a summary of the Forms of Proxy received up to 48 hours before the time of the Annual General Meeting by the Registrars, appointing the Chairman of the Annual General Meeting as proxy:
| No | Resolution | Votes For * | Votes Against | Votes Withheld** |
| 1 | To receive and adopt the director's report and annual accounts of the Company for the year ended 31 December 2008 together with the auditor's report on those accounts and on the auditable parts of the directors' remuneration report | 256,005,304 | 8,071 | - |
| 2 | To receive and approve the directors' remuneration report as set out in the report and accounts of the Company for the year ended 31 December 2008 | 238,694,209 | 16,825,753 | 493,413 |
| 3 | To declare and approve the final dividend for the year ended 31 December 2008 of 0.90 pence per share | 256,012,175 | - | 1,200 |
| 4 | To re-appoint Mr A J Barber as a director of the Company | 245,689,437 | 9,923,847 | 400,091 |
| 5 | To re-appoint Baroness Cohen as a director of the Company, who is retiring by rotation | 207,730,505 | 47,499,879 | 782,991 |
| 6 | To re-appoint Mr A Simon as a director of the Company, who is retiring by rotation | 254,842,102 | 49,359 | 1,121,914 |
| 7 | To re-appoint Mr J P Bolduc as a director of the Company, who is retiring by rotation | 255,576,116 | 425,468 | 11,791 |
| 8 | To re-appoint Mr J Waldron as a director of the Company who, having been appointed since the Company's last annual general meeting, is required to stand down and offer himself for re-appointment | 255,927,473 | 75,311 | 10,591 |
| 9 | To re-appoint Deloitte LLP as auditors to the Company, to hold office from the conclusion of the meeting until the conclusion of the next annual general meeting of the Company and to authorise the directors to determine the auditors' remuneration | 248,333,206 | 7,345,072 | 367,597 |
| 10(a) | To give the directors authority to allot shares up to an aggregate nominal value of £27,605,813 | 254,073,558 | 1,908,976 | 30,841 |
| 10(b) | To give the directors authority to disapply pre-emption rights *** | 253,997,871 | 1,987,223 | 28,281 |
| 10(c) | To authorise the Company to make market purchases of its own ordinary shares *** | 255,968,119 | 3,719 | 41,357 |
| 11 | To approve the holding of general meetings other than annual general meetings on 14 clear days' notice*** | 255,838,740 | 173,535 | 1,100 |
Total issued ordinary share capital at 21 April 2009 is 331,321,259 shares
Total % of issued ordinary share capital represented by proxy 77.3%
* Includes those votes giving the Chairman discretion
** A 'Vote Withheld' is not a vote in law and is not counted towards the votes casts 'for' and 'against' a resolution.
*** Passed as special resolutions
Charles Ansley
Company Secretary
Management Consulting Group PLC