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8 Jun 2023 13:15
Melrose Industries PLC
1. Results of Annual General Meeting
The Annual General Meeting of Melrose Industries PLC (the "Company") was held on Thursday 8 June 2023.
The table below sets out the results of the poll on all 21 resolutions that were put to a shareholder vote, with each shareholder present in person or by proxy being entitled to one vote per share held.
The Board would like to thank shareholders for their engagement and support ahead of today's Annual General Meeting and throughout the year, and for subsequently voting in favour of all Annual General Meeting resolutions.
The majority of resolutions attracted support in excess of 97% votes in favour. Special resolutions 17 (general disapplication of pre-emption rights) and 18 (disapplication of pre-emption rights in connection with an acquisition or specified capital investment) were passed, having received just under 80% votes in favour. The Company notes that both of these resolutions follow the provisions of the Pre-Emption Group's 2022 Statement of Principles for the disapplication of pre-emption rights, and the Board considers flexibility to be in the best interests of the Company.
The Company has already begun engaging with shareholders who voted against or abstained from voting on these resolutions. In accordance with UK Corporate Governance Code requirements, the Board confirms that it will continue to consult and engage with relevant shareholders to understand and discuss their concerns with respect to these resolutions.
Ordinary Resolutions
Resolutions | Votes 'For'* | % of Votes Cast 'For' | Votes 'Against' | % of Votes Cast 'Against' | Total Issued Share Capital Voted | Total % of Issued Share Capital Voted | Votes Withheld** |
1. To receive the financial statements for the financial year ended 31 December 2022 | 1,042,142,049 | 100.00 | 34,369 | 0.00 | 1,042,176,418 | 77.11% | 23,940,971 |
2. To approve the Directors' Remuneration Report for the year ended 31 December 2022 | 980,977,001 | 97.29 | 27,336,918 | 2.71 | 1,008,313,919 | 74.61% | 57,803,529 |
3. To approve the 2023 Directors' Remuneration Policy | 812,473,394 | 82.02 | 178,104,348 | 17.98 | 990,577,742 | 73.30% | 75,539,706 |
4. To re-elect Christopher Miller as a Director of the Company | 1,060,724,112 | 99.54 | 4,897,751 | 0.46 | 1,065,621,863 | 78.85% | 495,418 |
5. To re-elect Simon Peckham as a Director of the Company | 1,061,169,796 | 99.58 | 4,448,811 | 0.42 | 1,065,618,607 | 78.85% | 498,674 |
6. To re-elect Geoffrey Martin as a Director of the Company | 1,053,008,538 | 98.82 | 12,608,984 | 1.18 | 1,065,617,522 | 78.85% | 499,759 |
7. To re-elect Peter Dilnot as a Director of the Company | 1,060,762,192 | 99.54 | 4,858,269 | 0.46 | 1,065,620,461 | 78.85% | 496,820 |
8. To re-elect Justin Dowley as a Director of the Company | 994,032,994 | 93.28 | 71,575,803 | 6.72 | 1,065,608,797 | 78.85% | 508,483 |
9. To re-elect David Lis as a Director of the Company | 1,040,292,996 | 97.62 | 25,326,630 | 2.38 | 1,065,619,626 | 78.85% | 497,655 |
10. To re-elect Charlotte Twyning as a Director of the Company | 1,045,355,833 | 98.10 | 20,249,094 | 1.90 | 1,065,604,927 | 78.85% | 512,354 |
11. To re-elect Funmi Adegoke as a Director of the Company | 1,051,042,348 | 98.63 | 14,565,283 | 1.37 | 1,065,607,631 | 78.85% | 509,650 |
12. To re-elect Heather Lawrence as a Director of the Company | 1,063,251,884 | 99.78 | 2,354,309 | 0.22 | 1,065,606,193 | 78.85% | 511,088 |
13. To re-elect Victoria Jarman as a Director of the Company | 1,045,872,192 | 98.15 | 19,734,983 | 1.85 | 1,065,607,175 | 78.85% | 510,106 |
14. To re-appoint Deloitte LLP as auditor of the Company | 1,040,453,461 | 97.64 | 25,124,261 | 2.36 | 1,065,577,722 | 78.85% | 539,726 |
15. To authorise the Audit Committee to determine the auditor's remuneration | 1,064,262,089 | 99.88 | 1,330,530 | 0.12 | 1,065,592,619 | 78.85% | 524,829 |
16. To renew the authority given to Directors to allot shares | 1,054,413,672 | 98.95 | 11,170,624 | 1.05 | 1,065,584,296 | 78.85% | 533,151 |
Special Resolutions
Resolutions | Votes 'For'* | % of Votes Cast 'For' | Votes 'Against' | % of Votes Cast 'Against' | Total Issued Share Capital Voted | Total % of Issued Share Capital Voted |
Votes Withheld** |
17. To give the Directors authority to allot equity securities without application of pre-emption rights | 850,711,388 | 79.84 | 214,874,539 | 20.16 | 1,065,585,927 | 78.85% | 531,349 |
18. To give the Directors authority to allot equity securities used only for the purpose of financing a transaction which the Directors determine to be an acquisition or other capital investment | 842,897,744 | 79.10 | 222,675,591 | 20.90 | 1,065,573,335 | 78.85% | 543,941 |
19. To authorise a market purchase of shares | 1,037,167,294 | 97.34 | 28,306,426 | 2.66 | 1,065,473,720 | 78.84% | 643,561 |
20. To approve the calling of a general meeting other than an Annual General Meeting on no less than 14 days' notice | 1,050,160,594 | 98.57 | 15,212,144 | 1.43 | 1,065,372,738 | 78.83% | 474,543 |
21. To amend the articles of association of the Company | 1,065,470,321 | 99.99 | 95,163 | 0.01 | 1,065,565,484 | 78.84% | 551,797 |
There are currently 1,351,475,321 Ordinary Shares of 160/7 pence in Melrose Industries PLC in issue.
* Includes discretionary votes
** A vote 'Withheld' is not a vote in law and is not counted in the calculation of the proportion of votes 'For' or 'Against' a resolution.
2. Resolutions submitted to National Storage Mechanism
The Company has today submitted to the National Storage Mechanism copies of resolutions passed at the Annual General Meeting on Thursday 8 June 2023 concerning items other than ordinary business, together with a copy of the Company's amended articles of association. These documents will shortly be available for inspection at:
Melrose Industries PLC
11th Floor
The Colmore Building
20 Colmore Circus Queensway
Birmingham
West Midlands
B4 6AT
Enquiries:
Montfort Communications: +44 (0) 20 3514 0897
Nick Miles +44 (0) 7973 130 669
Charlotte McMullen +44 (0) 7921 881 800
miles@montfort.london / mcmullen@montfort.london
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