27 Jun 2013 16:11
NMC Health Plc - Results of voting at Annual General Meeting
London, 27 June 2013: NMC Health plc (the "Company") announces the results of voting on the resolutions at its Annual General Meeting ("AGM") held on 27th June 2013, as set out in the AGM Notice of Meeting.
A poll was held on each of the resolutions. Resolutions 1 to 13 were proposed as ordinary resolutions and resolutions 16 to 17 were proposed as special resolutions. The result of the poll on each resolution was as follows:
For | % For | Against | Total Votes Validly Cast | % of Issued Share Capital Voted | Votes Withheld | |
Resolution 1: To receive and consider the Annual Report and Accounts for 2012 | 173,766,225 | 99.98 | 36,930 | 173,803,155 | 93.59 | 0 |
Resolution 2: To approve the Directors' remuneration report | 171,517,470 | 99.99 | 10,209 | 171,527,679 | 92.36
| 2,275,476 |
Resolution 3: To declare a final dividend for 2012 | 172,470,805 | 100 | 0 | 172,470,805 | 92.87 | 1,332,350 |
Resolution 4: To re-appoint Ernst & Young LLP as auditors | 173,751,089 | 99.98 | 36,930 | 173,788,019 | 93.58 | 15,136 |
Resolution 5: To authorise the Directors to set the auditors' remuneration | 173,779,210 | 99.99 | 8,809 | 173,788,019 | 93.58 | 15,136 |
Resolution 6: To elect H. J. Mark Tompkins as a Director | 169,793,005 | 97.69 | 4,010,150 | 173,803,155 | 93.59 | 0 |
Resolution 7: To elect His Excellency Saeed Bin Butti as a Director | 169,347,146 | 98.00 | 3,456,543 | 172,803,689 | 93.05 | 999,466 |
Resolution 8: To elect Khalifa Bin Butti as a Director | 173,775,034 | 99.98 | 28,121 | 173,803,155 | 93.59
| 0 |
Resolution 9: To elect Dr B. R. Shetty as a Director | 173,803,155 | 100 | 0 | 173,803,155 | 93.59 | 0 |
Resolution 10: To elect Justin Jewitt as a Director | 45,452,171 | 26.15 | 128,350,984 | 173,803,155 | 93.59 | 0 |
Resolution 11: To elect Lord Clanwilliam as a Director | 173,763,572 | 100 | 0 | 173,763,572 | 93.57 | 39,583 |
Resolution 12: To elect Heather Lawrence as a Director | 172,470,805 | 100 | 0 | 172,470,805 | 92.87 | 1,332,350 |
Resolution 13: To authorise the Company to make political donations | 169,919,559 | 98.07 | 3,348,501 | 173,268,060 | 93.30 | 535,095 |
Resolution 16 (Special): To authorise the Directors to make market purchases of shares | 172,441,284 | 99.99 | 1,400 | 172,442,684 | 99.99 | 1,360,471 |
Resolution 17 (Special): To authorise general meetings to be called on not less than 14 clear days' notice | 163,288,989 | 94.68 | 9,181,816 | 172,470,805 | 92.87 | 1,332,350 |
The total number of shares in issue at 6pm on Tuesday 25th June 2013 was 185,714,286 ordinary shares of 10 pence each.
Votes withheld are not a vote in law and have not been counted in the calculation of the votes for and against each resolution, the total votes validly cast or the calculation of the proportion of issued share capital voted.
Resolution results
Other than resolutions 10, 14 and 15, which are discussed below, all others resolutions were duly passed at the Annual General Meeting.
In relation to resolution 10, which was for the re-appointment of Justin Jewitt as a Director of the Company, this resolution was not passed as it did not attract sufficient votes in favour. The Board has separately announced today the appointment of Jonathan Bomford as an additional Independent Non-Executive Director of the Company and as the Chairman of the Audit Committee.
In relation to resolutions 14 and 15, the meeting approved a proposal by the Chairman that these resolutions be withdrawn from consideration by shareholders. Upon further consideration, and after taking into account representations from certain major shareholders, the Board believes that it is unlikely to wish to issue shares during the forthcoming year and, if that should change, is happy to come to shareholders at the time, if necessary.
General
Copies of all resolutions are available for inspection in the Notice of Meeting previously submitted to the UK Listing Authority's Document Viewing Facility, via the National Storage Mechanism www.morningstar.co.uk/uk/NSM.
In accordance with Listing Rule 9.6.2, copies of the resolutions that do not constitute ordinary business at an annual general meeting will be submitted to the National Storage Mechanism and will then be available for inspection at www.morningstar.co.uk/uk/NSM.
The Notice of Meeting and the voting results are also available on the NMC Health plc website at www.nmc.ae.