20 Apr 2010 15:55
20 April 2010
Management Consulting Group PLC ("Company")
Result of AGM and Share Capital Reorganisation
At the Annual General Meeting ("AGM") of the Company held on 20 April 2010 at Baker & McKenzie LLP, 100 New Bridge Street, London EC4V 6JA at 2.30 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 the accounts of the Company for the year ended 31 December 2009 together with the directors' report, the directors' remuneration report and the auditor's report on those accounts and on the auditable parts of the directors' remuneration report | 191,363,138
| 3,763
| 60,048
|
| 2 | To approve the directors' remuneration report as set out in the report and accounts of the Company for the year ended 31 December 2009 | 179,212,582
| 10,201,264
| 2,013,103
|
| 3 | To re-appoint S A Ferriss as a director of the Company | 184,928,644
| 584,746
| 5,913,559
|
| 4 | To re-appoint C H Smith as a director of the Company | 185,645,301
| 2,810,209
| 2,971,439
|
| 5 | To re-appoint A J Barber as a director of the Company | 181,185,366
| 8,015,333
| 2,226,250
|
| 6 | To re-appoint N S Stagg as a director of the Company | 185,243,447
| 3,210,621
| 2,972,881
|
| 7 | To re-appoint C Mahjoub as a director of the Company | 189,489,879
| 74,312
| 1,862,758
|
| 8 | To re-appoint M E Lopinto as a director of the Company | 189,331,610
| 231,581
| 1,863,758
|
| 9 | To re-appoint Deloitte LLP as auditors to the Company, to hold office until the conclusion of the next annual general meeting of the Company and to authorise the directors to determine the auditors' remuneration | 189,045,357
| 1,921,761
| 459,831
|
| 10 | To approve the share capital reorganisation | 187,582,844
| 2,603,069
| 1,241,036
|
| 11 | To give the directors authority to allot shares up to an aggregate nominal value of £1,104,636, plus a further £1,104,636 in the case of a rights issue | 170,852,350
| 9,439,371
| 11,135,228
|
| 12 | To give the directors authority to disapply pre-emption rights *** | 149,001,923
| 38,637,017
| 3,788,009
|
| 13 | To authorise the Company to make market purchases of its own ordinary shares *** | 190,211,339
| 786,675
| 428,935
|
| 14 | To amend the articles of association*** | 183,065,376
| 6,810,992
| 1,550,581
|
| 15 | To approve the holding of general meetings other than annual general meetings on 14 clear days' notice*** | 183,302,479
| 8,061,885
| 62,585
|
Total issued ordinary share capital at 20 April 2010 is 331,390,961 shares.
Total % of issued ordinary share capital represented by proxy is 57.8%.
* 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
As a result of the passing of resolution 10, as detailed in the Notice of AGM, the Company's existing ordinary share capital will undergo a share capital reorganisation, with dealings in the New Ordinary Shares (as defined below) expected to commence at 0800 on 21 April 2010.
As a result of the share capital reorganisation, each existing ordinary share of 25p nominal value of the Company (each an "Existing Ordinary Share") will be split into one new ordinary share with a nominal value of 1p (each a "New Ordinary Share") and one deferred share with a nominal value of 24p. This will result in the Company, post reorganisation, having an unchanged number of 331,390,961 shares in issue, but the nominal value of the Company's ordinary shares following the share capital reorganisation will have changed to 1p per share.
The Company intends to continue utilising its current ordinary share ISIN number (GB0001979029) following the share capital reorganisation for market trading of the New Ordinary Shares. The New Ordinary Shares will hold identical rights (including voting and dividend rights and rights on a return of capital) to the Existing Ordinary Shares.
Current shareholders' proportionate interests in the Company's share capital will be unchanged by the share capital reorganisation.
Enquiries:
| Management Consulting Group PLC | Tel: +44 20 7710 5000 |
| Craig Smith, Finance Director |
|
| Charles Ansley, Company Secretary |
|