26 May 2020 13:24
Management Consulting Group PLC
26 May 2020
Management Consulting Group PLC (the "Company")
Proxy Voting
Annual General Meeting of the Company held on 26 May 2020 at Baker & McKenzie LLP, 100 New Bridge Street, London EC4V 6JA at 11.00am.
Following its Annual General Meeting ("AGM") held today, Management Consulting Group plc (the "Company" announces that all resolutions proposed to shareholders as set out in the Notice of AGM dated 30 April 2020 were carried by the required majority on a poll.
Resolutions 1 to 11 and 13 were passed as ordinary resolutions and resolutions 12, 14 and 15 were passed as special resolutions.
As the Company has a controlling shareholder, Blue Gem Delta Sarl, as defined in the Listing Rules, resolution 5, relating to the re-election of Fiona Czerniawska, and resolution 15, relating to the delisting, have been approved by a majority of the votes cast by:
- the shareholders of the Company as a whole; and
- the independent shareholders of the Company, that is, all the shareholders entitled to vote on each resolution excluding the controlling shareholder.
Resolution 15, to authorise the Company to cancel the listing of the ordinary shares on the Official List and to remove the shares from trading on the Main Market, was passed and accordingly, as per the circular posted to shareholders on 30 April 2020, the last day of dealings in the ordinary shares is expected to be 23 June 2020 and cancellation of listing is expected to be effective 24 June 2020.
The following table shows the results of the poll for each resolution:
No | Resolution | Votes For | % of votes cast | Votes Against | % of votes cast | % of issued share capital voted | Votes Withheld |
1 | To receive the annual report and accounts of the Company for the year ended 31 December 2019 | 1,192,931,132 | 99.98 | 191,421 | 0.02 | 78.67 | 0 |
2 | To approve the Directors' Remuneration Report | 1,191,427,682 | 99.86 | 1,694,871 | 0.14 | 78.67 | 0 |
3 | To approve the Directors' Remuneration Policy | 1,191,395,874 | 99.86
| 1,725,513 | 0.14 | 78.67 | 1,166 |
4 | To re-elect Mr M Capello as a director of the Company | 1,192,116,285 | 99.92 | 991,270 | 0.08 | 78.67 | 14,998 |
5 | To re-elect Ms F Czerniawska as a director of the Company* | 1,192,100,402 | 99.92 | 1,007,153 | 0.08 | 78.67 | 14,998 |
6 | To elect Ms P Hackett as a director of the Company | 1,192,0117,304 | 99.92 | 989,085 | 0.08 | 78.67 | 16,164 |
7 | To re-elect Mr E Di Spiezio Sardo as a director of the Company | 1,192,118,470 | 99.92 | 989,085 | 0.08 | 78.67 | 14,998 |
8 | To re-elect Mr N S Stagg as a director of the Company | 1,178,399,456 | 98.77 | 14,695,051 | 1.23 | 78.67 | 28,046 |
9 | To re-appoint BDO LLP as auditor | 1,192,130,254 | 99.92 | 985,676 | 0.08 | 78.67 | 6,623 |
10 | To authorise the Audit Committee of the Company to fix the auditor's remuneration | 1,192,131,922 | 99.92 | 978,749 | 0.08 | 78.67 | 11,882 |
11 | To authorise the Directors to allot shares | 1,191,431,161 | 99.86 | 1,673,168 | 0.14 | 78.67 | 18,224 |
12 | Authority to disapply statutory pre-emption rights** | 1,158,768,936 | 97.12 | 34,352,475 | 2.88 | 78.67 | 1,142 |
13 | To authorise the Company to purchase its own shares | 1,192,885,487 | 99.98 | 209,386 | 0.02 | 78.67 | 27,680 |
14 | To authorise the Company to call a general meeting (other than an AGM) on not less than 14 clear days' notice ** | 1,192,902,565 | 99.98 | 219,988 | 0.02 | 78.67 | 0 |
15 | To authorise the Company to cancel the listing of the ordinary shares and to remove the shares from trading** | 1,192,054,198 | 99.91 | 1,014,629 | 0.09 | 78.67 | 53,726 |
* indicates an independent director.
** indicates a special resolution requiring 75% of votes cast to be carried.
Votes of independent shareholders on resolution 5, relating to the re-election of Fiona Czerniawska, and resolution 15, relating to the delisting, were:
No | Resolution | Votes For | % of votes cast | Votes Against | % of votes cast | % of issued share capital voted | Votes Withheld |
5 | To re-elect Ms F Czerniawska as a director of the Company | 717,577,657 | 99.85 | 1,007,153 | 0.15 | 47.38 | 14,998 |
15 | To authorise the Company to cancel the listing of the ordinary shares and to remove the shares from trading | 717,531,453 | 99.85 | 1,014,629 | 0.15 | 47.38 | 53,726 |
* indicates an independent director.
The total number of issued ordinary shares each entitling the holders to attend and vote on all the resolutions at the AGM was 1,516,528,424 shares.
The total proportion of the issued ordinary share capital represented by proxy was approximately 79%.
Notes:
1. Votes "For" and "Against" are expressed as a percentage of votes cast.
2. Votes "For" include discretionary votes.
3. A 'Vote Withheld' is not a vote in law and therefore is not counted in the calculation of the votes "For" or "Against" a resolution.
4. Link Asset Services, the Company's registrar, acted as scrutineer of the poll on all resolutions.
5. To view the full wording of the resolutions, please refer to the Notice of Annual General Meeting 2020 on the Company's website.
6. In accordance with Listing Rule 9.6.2, copies of all the resolutions passed other than resolutions concerning ordinary business will shortly be available for inspection on the National Storage mechanism at:www.morningstar.co.uk/uk/NSM.
Enquiries: Management Consulting Group PLC |
Tel: +44 20 7710 5000 |
Nick Stagg, Chairman and Chief Executive
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