7 May 2020 17:39
NATIONAL EXPRESS GROUP PLC
("Company")
RESULTS OF ANNUAL GENERAL MEETING
The Company is pleased to announce the voting results of its Annual General Meeting ("AGM" or "Meeting") held earlier today at the offices of Burges Salmon LLP, One Glass Wharf, Bristol BS2 0ZX.
All resolutions, as set out in the Notice of Meeting dated 25 March 2020, except for resolution 3 (concerning the declaration of the final dividend for the year ended 31 December 2019) and resolution 5 (concerning the re-election of Matt Ashley) both of which were withdrawn prior to the Meeting, were passed with the requisite majority of votes cast being cast in favour of them on a poll. Resolutions 1 to 19 (with the exception of resolutions 3 and 5) were each passed as an Ordinary Resolution (requiring a simple majority of the votes cast to be cast in favour of them to be passed) and resolutions 20 to 24 were each passed as a Special Resolution (requiring at least a 75% majority of the votes cast to be cast in favour of them to be passed). The results of the poll on each resolution are set out below.
RESOLUTION (NUMBER AND DESCRIPTION) |
TOTAL VOTES FOR 1 AND AGAINST |
VOTES FOR 1 |
% FOR 1 |
VOTES AGAINST
|
% AGAINST |
VOTES WITHHELD 2 |
1. To receive and adopt the accounts of the Company for the year ended 31 December 2019 and the Directors' and Auditors' Reports thereon | 419,250,552 | 419,244,649 | 100.00 | 5,903 | 0.00 | 450,455 |
2. To approve the Annual Report on Remuneration (advisory vote only) | 379,471,278 | 367,372,589 | 96.81 | 12,098,689 | 3.19 | 40,229,728 |
3. WITHDRAWN | n/a | n/a | n/a | n/a | n/a | n/a |
4. To re-elect Sir John Armitt as a Director | 409,289,231 | 405,732,816 | 99.13 | 3,556,415 | 0.87 | 10,411,775 |
5. WITHDRAWN | n/a | n/a | n/a | n/a | n/a | n/a |
6. To re-elect Jorge Cosmen as a Director | 419,679,812 | 413,508,054 | 98.53 | 6,171,758 | 1.47 | 21,195 |
7. To re-elect Matthew Crummack as a Director | 419,677,031 | 417,612,588 | 99.51 | 2,064,443 | 0.49 | 23,976 |
8. To re-elect Chris Davies as a Director | 419,683,667 | 417,431,184 | 99.46 | 2,252,483 | 0.54 | 17,340 |
9. To re-elect Dean Finch as a Director | 419,688,500 | 418,309,308 | 99.67 | 1,379,192 | 0.33 | 12,507 |
10. To elect Ana de Pro Gonzalo as a Director | 409,563,812 | 388,307,382 | 94.81 | 21,256,430 | 5.19 | 10,137,195 |
11. To elect Karen Geary as a Director | 419,680,972 | 418,319,807 | 99.68 | 1,361,165 | 0.32 | 20,035 |
12. To re-elect Mike McKeon as a Director | 419,682,209 | 418,834,411 | 99.80 | 847,798 | 0.20 | 18,798 |
13. To re-elect Chris Muntwyler as a Director | 419,682,241 | 419,011,611 | 99.84 | 670,630 | 0.16 | 18,766 |
14. To re-elect Elliot (Lee) Sander as a Director | 419,685,542 | 419,337,378 | 99.92 | 348,164 | 0.08 | 15,465 |
15. To re-elect Ashley Steel as a Director | 419,627,160 | 419,037,090 | 99.86 | 590,070 | 0.14 | 73,847 |
16. To re-appoint Deloitte LLP as the Company's auditor | 414,660,756 | 414,625,078 | 99.99 | 35,678 | 0.01 | 5,040,251 |
17. To authorise the Directors to agree and set the auditor's remuneration | 419,678,681 | 419,648,067 | 99.99 | 30,614 | 0.01 | 22,326 |
18. To authorise political donations and expenditure | 419,637,324 | 413,852,575 | 98.62 | 5,784,749 | 1.38 | 63,682 |
19. To authorise the Directors to allot shares | 419,682,130 | 414,515,416 | 98.77 | 5,166,714 | 1.23 | 18,877 |
20. To disapply pre-emption rights - general 3 | 409,323,245 | 407,478,664 | 99.55 | 1,844,581 | 0.45 | 10,377,762 |
21. To disapply pre-emption rights - specific 3 | 409,329,332 | 402,438,271 | 98.32 | 6,891,061 | 1.68 | 10,371,674 |
22. To authorise the Company to purchase its own shares 3 | 419,452,266 | 412,120,029 | 98.25 | 7,332,237 | 1.75 | 248,740 |
23. To call General Meetings (other than AGMs) on 14 clear days' notice 3 | 419,688,094 | 410,708,695 | 97.86 | 8,979,399 | 2.14 | 12,913 |
24. To adopt new articles of association of the Company in substitution for the current articles of association 3 | 419,622,636 | 419,587,844 | 99.99 | 34,792 | 0.01 | 78,371 |
¹ Includes discretionary votes
² A vote Withheld is not a vote in law and is not counted in the calculation of votes For or Against the resolutions
³ Indicates Special Resolution
The number of shares in issue and eligible to vote at the meeting was 511,738,648 ordinary shares of 5 pence each. Each shareholder, present in person or by proxy or by duly authorised corporate representative, was entitled to one vote per share held. The total number of votes cast (i.e. For, Against and Withheld) was 419,701,007 ordinary shares representing an 82.01% turnout.
In accordance with Listing Rule 9.6.2R, copies of the resolutions passed as special business will shortly be available for inspection on the National Storage Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
The voting results shown above are also available on the Company's website at https://www.nationalexpressgroup.com/investors/agm/2020/
- END -
Company contacts:
Jennifer Myram, Company Secretary
Telephone +44 (0)20 7805 3807
Melanie Travis, Deputy Company Secretary
Telephone +44 (0) 20 7805 3805
Notes
Legal Entity Identifier: 213800A8IQEMY8PA5X34
Classification: 3.1 (with reference to DTR6 Annex 1R)