Last checked at 30 May 2019 07:00
30 May 2019
PureTech Health plc
Results of Annual General Meeting
The Annual General Meeting of PureTech Health plc (LSE: PRTC) ("PureTech Health" or the "Company"), was held at 3.00 pm BST on Wednesday 29 May 2019. All of the resolutions proposed at the Annual General Meeting were duly passed by the shareholders on a poll.
The results of the poll, incorporating the proxy votes lodged in advance of the meeting, are set out below. All resolutions were passed by greater than 90% of the shares voted at the meeting.
Resolutions | For | % | Against | % | Withheld | Total votes cast |
001. To approve the Company's Annual Report and Accounts for year ended 31 December 2018 | 210,215,060 | 100.00 | 0 | 0.00 | 0 | 210,215,060 |
002. To approve the Directors' Remuneration Report | 198,555,876 | 94.45 | 11,659,058 | 5.55 | 125 | 210,214,934 |
003. To approve the Directors' Remuneration Policy | 209,293,335 | 99.56 | 920,331 | 0.44 | 1,393 | 210,213,666 |
004. To elect Mr. Joichi Ito as a director | 210,215,060 | 100.00 | 0 | 0.00 | 0 | 210,215,060 |
005. To elect Dr. Raju Kucherlapati as a director | 208,496,306 | 99.18 | 1,718,754 | 0.82 | 0 | 210,215,060 |
006. To elect Dr. John LaMattina as a director | 208,003,184 | 98.95 | 2,211,876 | 1.05 | 0 | 210,215,060 |
007. To elect Dame Marjorie Scardino as a director | 210,140,788 | 100.00 | 8,010 | 0.00 | 66,261 | 210,148,798 |
008. To elect Mr. Christopher Viehbacher as a director | 210,215,060 | 100.00 | 0 | 0.00 | 0 | 210,215,060 |
009. To elect Dr. Robert Langer as a director | 209,713,927 | 99.76 | 501,132 | 0.24 | 0 | 210,215,059 |
010. To elect Dr. Bennett Shapiro as a director | 194,031,490 | 92.88 | 14,882,202 | 7.12 | 1,301,367 | 208,913,692 |
011. To elect Ms. Daphne Zohar as a director | 210,215,060 | 100.00 | 0 | 0.00 | 0 | 210,215,060 |
012. To elect Mr. Stephen Muniz as a director | 210,215,060 | 100.00 | 0 | 0.00 | 0 | 210,215,060 |
013. To reappoint KPMG LLP as Auditors of the Company | 210,212,422 | 100.00 | 2,638 | 0.00 | 0 | 210,215,060 |
014. To authorise the Audit Committee to determine the Auditors' remuneration | 210,215,060 | 100.00 | 0 | 0.00 | 0 | 210,215,060 |
015. To authorise the allotment of shares | 209,756,819 | 99.78 | 458,241 | 0.22 | 0 | 210,215,060 |
016. To dis-apply pre-emption rights | 210,208,060 | 100.00 | 2,000 | 0.00 | 5,000 | 210,210,060 |
017. To further dis-apply pre-emption rights for acquisitions and specified capital investments. | 202,061,471 | 96.12 | 8,148,589 | 3.88 | 5,000 | 210,210,060 |
018. To authorise market purchase of own shares | 206,712,422 | 98.33 | 3,502,638 | 1.67 | 0 | 210,215,060 |
019. To authorise general meetings to be called on not less than 14 clear days' notice | 209,617,985 | 99.72 | 592,075 | 0.28 | 5,000 | 210,210,060 |
Due to its shareholding in the Company, Invesco Asset Management Limited is deemed to be a controlling shareholder as defined in the Financial Conduct Authority's Listing Rules. Accordingly, each resolution to elect an independent director (resolutions 5, 6, 7 and 8) has under Listing Rule 9.2.2E been approved by a majority of the votes cast by:
· the shareholders of the Company as a whole; and
· the independent shareholders of the Company, that is, all the shareholders entitled to vote on each resolution excluding the controlling shareholder as shown below.
Resolutions | For | % | Against | % | Withheld | Total votes cast |
005. To elect Dr. Raju Kucherlapati as a director | 118,334,309 | 98.57 | 1,718,754 | 1.43 | 0 | 120,053,063 |
006. To elect Dr. John LaMattina as a director | 117,841,187 | 98.16 | 2,211,876 | 1.84 | 0 | 120,053,063 |
007. To elect Dame Marjorie Scardino as a director | 119,978,791 | 99.99 | 8,010 | 0.01 | 66,261 | 119,986,801 |
008. To elect Mr. Christopher Viehbacher as a director | 120,053,063 | 100.00 | 0 | 0.00 | 0 | 120,053,063 |
Notes:
(1) A vote "Withheld" is not a vote in law and is not counted in the calculation of the votes "For" or "Against" a resolution.
(2) As at 28 May 2019, the number of issued shares in the Company was 282,493,867 ordinary shares, which was the total number of shares entitling the holders to attend and vote for or against all the resolutions at the AGM. In accordance with the Company's Articles of Association, on a poll every member present in person or by proxy has one vote for every share held.
(3) The full text of the resolutions may be found in the Notice of the Annual General Meeting, copies of which are available on both the Company's website www.puretechhealth.com/ and on the National Storage Mechanism.
(4) In accordance with Listing Rule 9.6.2, a copy of the resolutions, other than those concerning ordinary business has been submitted to the National Storage Mechanism and will shortly be available for inspection at: www.morningstar.co.uk/uk/NSM.
About PureTech Health
PureTech Health (LSE: PRTC) is an advanced biopharmaceutical company developing BIG medicines for dysfunctions of the Brain-Immune-Gut axis. The Company has gained deep insights into the connection between these systems and the resulting role in diseases that have proven resistant to established therapeutic approaches. By harnessing this emerging field of human biology, PureTech Health is developing new categories of medicines with the potential to have great impact on people with serious diseases.
PureTech Health is advancing a rich pipeline of innovative therapies with an unbiased, non-binary, and capital efficient R&D model across its affiliates and its internal labs. PureTech's affiliates include seven clinical-stage platforms, including one product that has been cleared by the US Food and Drug Administration (FDA) and a second product candidate that has been filed with the FDA for review, and several other novel preclinical programmes. The PureTech Health pipeline includes ground-breaking platforms and therapeutic candidates that were developed in collaboration with some of the world's leading experts.
PureTech's internal research and development is centred on tissue-selective immunomodulation for the treatment of oncology, autoimmune, and CNS-related disorders, with a near-term focus on targeting newly-discovered, foundational immunosuppressive mechanisms in oncology and novel approaches that harness the lymphatic infrastructure.
For more information, visit www.puretechhealth.com or connect with us on Twitter @puretechh.
Forward Looking Statement
This press release contains statements that are or may be forward-looking statements, including statements that relate to the company's future prospects, developments and strategies. The forward-looking statements are based on current expectations and are subject to known and unknown risks and uncertainties that could cause actual results, performance and achievements to differ materially from current expectations, including, but not limited to, those risks and uncertainties described in the risk factors included in the regulatory filings for PureTech Health plc. These forward-looking statements are based on assumptions regarding the present and future business strategies of the company and the environment in which it will operate in the future. Each forward-looking statement speaks only as at the date of this press release. Except as required by law and regulatory requirements, neither the company nor any other party intends to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise.
Contact: Investors |
EU media |
US media |
Allison Mead Talbot +1 617 651 3156 amt@puretechhealth.com | Ben Atwell, Rob Winder +44 (0) 20 3727 1000 ben.atwell@FTIconsulting.com | Tom Donovan +1 857 559 3397 tom@tenbridgecommunications.com |