23 May 2017 16:08
NMC Health plc - Results of voting at Annual General Meeting
London, 23 May 2017: NMC Health plc (the "Company") announces the results of voting at its Annual General Meeting ("AGM") held earlier today, 23 May 2017, on the resolutions as set out in the AGM Notice of Meeting.
A poll was held on each of the resolutions and the Company is pleased to announce that all resolutions were duly passed. Resolutions 18, 19 and 20 were proposed as special resolutions and all other resolutions were proposed as ordinary resolutions.
The result of the poll on each resolution was as follows:
| For | % For | Against | % Against | Total Votes Validly Cast | Total votes cast as % of Issued Share Capital | Votes Withheld |
Resolution 1: To receive the Annual Report and Accounts for 2016 | 189,027,303 | 99.98 | 40,000 | 0.02 | 189,067,303 | 92.55 | 8,154 |
Resolution 2: To approve the Directors' remuneration report | 134,748,200 | 71.36 | 54,071,634 | 28.64 | 188,819,834 | 92.43 | 255,623 |
Resolution 3: To declare a final dividend for 2016 | 189,075,457 | 100.00 | 0 | 0.00 | 189,075,457 | 92.55 | 0 |
Resolution 4: To re-appoint Ernst & Young LLP as auditors | 187,807,570 | 99.33 | 1,267,749 | 0.67 | 189,075,319 | 92.55 | 138 |
Resolution 5: To authorise the Audit Committee to set the auditors' remuneration | 188,428,599 | 99.66 | 646,858 | 0.34 | 189,075,457 | 92.55 | 0 |
Resolution 6: To re-elect H. J. Mark Tompkins as a Director | 185,913,562 | 98.33 | 3,153,741 | 1.67 | 189,067,303 | 92.55 | 8,154 |
Resolution 7: To re-elect Dr B. R. Shetty as a Director | 175,373,401 | 96.38 | 6,589,303 | 3.62 | 181,962,704 | 89.07 | 7,112,753 |
Resolution 8: To re-elect Prasanth Manghat as a Director | 188,827,983 | 99.87 | 247,474 | 0.13 | 189,075,457 | 92.55 | 0 |
Resolution 9: To re-elect Dr Ayesha Abdullah as a Director | 188,826,483 | 99.87 | 248,974 | 0.13 | 189,075,457 | 92.55 | 0 |
Resolution 10: To re-elect Abdulrahman Basaddiq as a Director | 161,218,401 | 85.66 | 26,998,663 | 14.34 | 188,217,064 | 92.13 | 858,393 |
Resolution 11: To re-elect Jonathan Bomford as a Director | 176,738,002 | 93.47 | 12,337,455 | 6.53 | 189,075,457 | 92.55 | 0 |
Resolution12: To re-elect Lord Clanwilliam as a Director | 172,020,562 | 90.98 | 17,046,741 | 9.02 | 189,067,303 | 92.55 | 8,154 |
Resolution 13: To re-elect Salma Hareb as a Director | 176,987,425 | 93.61 | 12,088,032 | 6.39 | 189,075,457 | 92.55 | 0 |
Resolution 14: To re-elect Keyur Nagori as a Director | 188,102,532 | 99.49 | 972,925 | 0.51 | 189,075,457 | 92.55 | 0 |
Resolution 15: To re-elect Binay Shetty as a Director | 188,104,031 | 99.49 | 971,426 | 0.51 | 189,075,457 | 92.55 | 0 |
Resolution 16: To re-elect Dr Nandini Tandon as a Director | 188,826,483 | 99.87 | 248,974 | 0.13 | 189,075,457 | 92.55 | 0 |
Resolution 17: To authorise the Company to make political donations | 188,810,213 | 99.86 | 259,718 | 0.14 | 189,069,931 | 92.55 | 5,526 |
Resolution 18 (Special): To authorise the Directors to allot shares and to disapply statutory pre-emption rights on share allotments | 189,073,819 | 100.00 | 1,500 | 0.00 | 189,075,319 | 92.55 | 138 |
Resolution 19 (Special): Additional authority to authorise the Directors to allot shares and to disapply statutory pre-emption rights on share allotments for specified acquisitions or capital investments | 188,662,071 | 99.78 | 413,386 | 0.22 | 189,075,457 | 92.55 | 0 |
Resolution 20 (Special): To authorise general meetings to be called on not less than 14 clear days' notice | 181,700,195 | 96.10 | 7,375,124 | 3.90 | 189,075,319 | 92.55 | 138 |
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VOTES OF SHAREHOLDERS EXCLUDING CONTROLLING SHARHOLDERS
| For | % For | Against | % Against | Total Votes Validly Cast | Votes Withheld |
Resolution 6: To re-elect H. J. Mark Tompkins as a Director | 61,767,432 | 95.14 | 3,153,741 | 4.86 | 64,921,173 | 8,154 |
Resolution 9: To re-elect Dr Ayesha Abdullah as a Director | 64,680,353 | 99.62 | 248,974 | 0.38 | 64,929,377 | 0 |
Resolution 11: To re-elect Jonathan Bomford as a Director | 52,591,872 | 81.00 | 12,337,455 | 19.00 | 64,929,377 | 0 |
Resolution12: To re-elect Lord Clanwilliam as a Director | 47,874,432 | 73.74 | 17,046,741 | 26.26 | 64,921,173 | 8,154 |
Resolution 13: To re-elect Salma Hareb as a Director | 52,841,295 | 81.38 | 12,088,032 | 18.62 | 64,929,377 | 0 |
Resolution 16: To re-elect Dr Nandini Tandon as a Director | 64,680,353 | 99.62 | 248,974 | 0.38 | 64,929,377 | 0 |
The total number of shares in issue at 6pm on Friday 19 May 2017 was 204,285,714 ordinary shares of 10 pence each.
Any proxy appointments giving discretion to the Chairman of the Meeting have been included as a vote for each resolution.
Votes withheld are not a vote in law and have not been counted in the calculation of the votes for and against each resolution or the total votes validly cast.
As the Company has controlling shareholders as defined in the Financial Conduct Authority's Listing Rules, each resolution to elect an Independent Director (resolutions 6, 9, 11, 12, 13 and 16) have, pursuant to Listing Rule 9.2.2E, been approved by a majority of votes cast by the shareholders of the Company as a whole and the independent shareholders of the Company, being those shareholders entitled to vote on each resolution excluding the controlling shareholders.
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.
A copy 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.nmchealth.com.