19 May 2021 14:00
Pendragon PLC ("the Company")
Results of Annual General Meeting
The Annual General Meeting of the Company was held on Wednesday 19 May 2021 at 10.30am. The results of each resolution are set out in the table below.
Resolution | Votes for | % For to 2 d.p) | Votes Against | % Against (to 2 d.p) | Votes Withheld |
1. To receive the annual accounts and Directors' and Auditors Reports for year ended 31 December 2020 | 1,120,340,226
| 99.86
| 1,533,503 | 0.14 | 249,262 |
2. To approve the annual report on directors' remuneration for year ended 31 December 2020 | 648,206,890
| 57.58
| 473,650,567 | 42.22 | 265,534
|
3. To re-elect Mr W Berman as a director | 887,189,192 | 79.09 | 234,568,031 | 20.91 | 365,768 |
4. To re-elect Mr M S Casha as a director | 1,119,867,836 | 99.80 | 2,225,694 | 0.20 | 29,461 |
5. To re-appoint Mr D Exler as a director | 983,628,667 | 87.66 | 138,464,863 | 12.34 | 29,461 |
6. To re-elect Ms N K Flanders as a director | 1,111,205,486 | 99.03 | 10,888,044 | 0.97 | 29,461 |
7. To re-elect Mr B M Small as a director | 1,094,336,197 | 97.53 | 27,757,333 | 2.47 | 29,461 |
8. To re-elect Mr M S Willis as a director | 1,119,861,980 | 99.80 | 2,231,550 | 0.20 | 29,461 |
9. To re-elect Mr M D Wright as a director | 661,604,310 | 58.96 | 460,491,344 | 41.04 | 27,337 |
10. To appoint KPMG LLP as auditor of the Company | 1,068,239,981 | 95.20 | 53,855,801 | 4.80 | 27,209 |
11. To authorise the directors to determine the remuneration of the auditors
| 1,108,508,509 | 98.79 | 13,570,934 | 1.21 | 43,548
|
12. To authorise the Directors to allot shares in the Company | 1,120,321,747 | 99.84 | 1,750,704 | 0.16 | 30,699 |
13. To authorise the directors to call a general meeting on not less than 14 clear days' notice | 1,119,904,037 | 99.80 | 2,209,975 | 0.20 | 8,979 |
14. To authorise the Directors to dis- apply pre-emption rights when allotting shares in connection with an acquisition or specified capital investment | 1,121,777,070 | 99.97 | 307,973 | 0.03 | 18,107 |
15. To authorise the Directors to dis- apply pre-emption rights when allotting shares in connection with an acquisition or specific capital investment which is announced contemporaneously with, or has taken place in the preceding six months | 1,121,464,992 | 99.94 | 648,891 | 0.06 | 9,108 |
16. To authorise the Company to make market purchases of its shares | 1,121,522,469 | 99.95 | 571,168 | 0.05 | 29,354 |
17. To adopt new articles of association of the Company | 1,121,940,896 | 99.99 | 118,547 | 0.01 | 63,548 |
All resolutions were passed. Resolutions 13 to 17 were passed as special resolutions.
The Company will continue to consult with shareholders to fully understand their concerns in relation to the number of votes recorded not in favour of resolutions 2, 3 and 9. An update will be provided within six months as required by the UK Corporate Governance Code.
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 at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
The results will also be made available on the Company's website at www.pendragonplc.com
Richard Maloney
COMPANY SECRETARY
19 May 2021
Enquiries: Headland Howard Lee Tel: 0203 805 4822
Henry Wallers
-ENDS-