3 Jun 2016 17:18
NMC Health plc - Results of voting at Annual General Meeting
London, 3 June 2016: NMC Health plc (the "Company") announces the results of voting on the resolutions at its Annual General Meeting ("AGM") held on 3 June 2016, 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 19, 23 and 24 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 | Votes Withheld | % of Issued Share Capital for which votes lodged | |
Resolution 1: To receive the Annual Report and Accounts for 2015 | 133,447,902 | 98.44 | 2,118,285 | 1.56 | 135,566,187 | 2,778 | 73.00 |
Resolution 2: To approve the Directors' remuneration report | 93,864,431 | 69.38 | 41,423,861 | 30.62 | 135,288,292 | 280,673 | 72.85 |
Resolution 3: To declare a final dividend for 2015 | 135,348,958 | 99.84 | 220,007 | 0.16 | 135,568,965 | 0 | 73.00 |
Resolution 4: To re-appoint Ernst & Young LLP as auditors | 135,568,965 | 100.00 | 0 | 0.00 | 135,568,965 | 0 | 73.00 |
Resolution 5: To authorise the Audit Committee to set the auditors' remuneration | 135,568,965 | 100.00 | 0 | 0.00 | 135,568,965 | 0 | 73.00 |
Resolution 6: To re-elect H. J. Mark Tompkins as a Director | 134,189,228 | 98.98 | 1,376,959 | 1.02 | 135,566,187 | 2,778 | 73.00 |
Resolution 7: To re-elect Dr B. R. Shetty as a Director | 134,847,398 | 99.47 | 721,567 | 0.53 | 135,568,965 | 0 | 73.00 |
Resolution 8: To re-elect Dr Ayesha Abdullah as a Director | 135,389,758 | 99.87 | 179,207 | 0.13 | 135,568,965 | 0 | 73.00 |
Resolution 9: To re-elect Abdulrahman Basaddiq as a Director | 122,420,379 | 90.68 | 12,586,197 | 9.32 | 135,006,576 | 562,389 | 72.70 |
Resolution 10: To re-elect Jonathan Bomford as a Director | 134,907,675 | 99.51 | 661,290 | 0.49 | 135,568,965 | 0 | 73.00 |
Resolution11: To re-elect Lord Clanwilliam as a Director | 128,925,700 | 96.90 | 4,118,388 | 3.10 | 133,044,088 | 2,524,877 | 71.64 |
Resolution 12: To re-elect Salma Hareb as a Director | 135,383,858 | 99.86 | 185,107 | 0.14 | 135,568,965 | 0 | 73.00 |
Resolution 13: To re-elect Prasanth Manghat as a Director | 134,847,398 | 99.47 | 721,567 | 0.53 | 135,568,965 | 0 | 73.00 |
Resolution 14: To re-elect Keyur Nagori as a Director | 134,239,430 | 99.02 | 1,329,535 | 0.98 | 135,568,965 | 0 | 73.00 |
Resolution 15: To re-elect Binay Shetty as a Director | 134,239,430 | 99.02 | 1,329,535 | 0.98 | 135,568,965 | 0 | 73.00 |
Resolution 16: To re-elect Dr Nandini Tandon as a Director | 135,389,758 | 99.87 | 179,207 | 0.13 | 135,568,965 | 0 | 73.00 |
Resolution 17: To authorise the Company to make political donations | 135,270,610 | 99.78 | 298,355 | 0.22 | 135,568,965 | 0 | 73.00 |
Resolution 18: To authorise the Directors to allot shares | 133,630,007 | 98.65 | 1,827,911 | 1.35 | 135,457,918 | 111,047 | 72.94 |
Resolution 19 (Special): To disapply statutory pre-emption rights on share allotment | 133,451,113 | 98.44 | 2,117,852 | 1.56 | 135,568,965 | 0 | 73.00 |
Resolution 20: To approve an increase in the maximum aggregate fees payable to Directors | 132,811,131 | 97.97 | 2,757,834 | 2.03 | 135,568,965 | 0 | 73.00 |
Resolution 21: To approve changes to the Company's Short Term Incentive Plan | 108,707,866 | 81.35 | 24,924,993 | 18.65 | 133,632,859 | 1,936,106 | 71.96 |
Resolution 22: To approve and adopt the NMC Health plc Deferred Share Bonus Plan | 124,778,963 | 99.57 | 535,577 | 0.43 | 125,314,540 | 10,254,425 | 67.48 |
Resolution 23 (Special): To authorise general meetings to be called on not less than 14 clear days' notice | 128,506,486 | 94.79 | 7,062,479 | 5.21 | 135,568,965 | 0 | 73.00 |
(*) Resolution 24 (Special): To ratify the treatment of prior year dividends and release the Shareholders and Directors from any claim by the Company
| 125,209,596 | 99.99 | 6,572 | 0.01 | 125,216,168 | 342,797 | 90.80 |
|
(*Note: The number of votes which could be validly cast in relation to resolution 24 was 137,906,447 Ordinary shares, as each of the Directors and a former Director, Heather Lawrence, who in total hold 47,807,839 Ordinary Shares, were precluded from voting on this resolution.)
VOTES OF SHAREHOLDERS EXCLUDING CONTROLLING SHARHOLDERS
For | % For | Against | % Against | Votes Withheld | Total Votes Lodged | |
Resolution 6: To re-elect H. J. Mark Tompkins as a Director | 57,518,354 | 97.66 | 1,376,959 | 2.34 | 2,778 | 58,898,091 |
Resolution 8: To re-elect Dr Ayesha Abdullah as a Director | 58,718,884 | 99.70 | 179,207 | 0.30 | 0 | 58,898,091 |
Resolution 10: To re-elect Jonathan Bomford as a Director | 58,236,801 | 98.88 | 661,290 | 1.12 | 0 | 58,898,091 |
Resolution11: To re-elect Lord Clanwilliam as a Director | 52,254,826 | 92.69 | 4,118,388 | 7.31 | 2,524,877 | 58,898,091 |
Resolution 12: To re-elect Salma Hareb as a Director | 58,712,984 | 99.69 | 185,107 | 0.31 | 0 | 58,898,091 |
Resolution 16: To re-elect Dr Nandini Tandon as a Director | 58,718,884 | 99.70 | 179,207 | 0.30 | 0 | 58,898,091 |
The total number of shares in issue at 6pm on Wednesday 1 June 2016 was 185,714,286 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, 8, 10, 11, 12, and 16) have under 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.