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11 Nov 2021 10:35
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Ricardo plc
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๏ปฟ Result of AGM
11 November 2021
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Ricardo plc - Results of Annual General Meeting
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Ricardo plc announces that all resolutions proposed at its Annual General Meeting held on 11 November 2021 were duly passed.
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Details of the proxy voting instructions, lodged prior to the meeting, are set out below:ย ย
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Resolution | For | % | Discretion | % | Against | % | Withheld | |
1 | To receive and adopt the 2021 Report and Accounts | 43,901,762 | 99.98 | 232 | 0.01 | 2,466 | 0.01 | 0 |
2 | To approve the final dividend | 43,902,796 | 99.98 | 232 | 0.01 | 1,401 | 0.01 | 31 |
3 | To re-appoint KPMG LLP as auditors | 43,897,821 | 99.98 | 232 | 0.01 | 5,807 | 0.01 | 600 |
4 | To authorise Audit Committee to determine Auditor remuneration | 43,894,689 | 99.97 | 232 | 0.01 | 8,939 | 0.02 | 600 |
5 | To elect Graham Ritchie as a director | 43,881,164 | 99.95 | 6,232 | 0.01 | 16,233 | 0.04 | 831 |
6 | To re-elect Russell King as a director | 43,235,223 | 98.48 | 6,232 | 0.01 | 662,174 | 1.51 | 831 |
7 | To re-elect Jack Boyer as a director | 43,238,413 | 98.49 | 6,232 | 0.01 | 656,484 | 1.50 | 3,331 |
8 | To re-elect William Spencer as a director | 43,235,123 | 98.49 | 6,232 | 0.01 | 658,945 | 1.50 | 4,160 |
9 | To re-elect Sir Terry Morgan as a director | 43,232,609 | 98.48 | 6,232 | 0.01 | 661,088 | 1.51 | 4,531 |
10 | To re-elect Ian Gibson as a director | 43,887,670 | 99.97 | 6,232 | 0.01 | 9,727 | 0.02 | 831 |
11 | To re-elect Laurie Bowen as a director | 42,671,168 | 97.20 | 6,232 | 0.01 | 1,223,728 | 2.79 | 3,332 |
12 | To re-elect Malin Persson as a director | 37,977,575 | 86.51 | 6,232 | 0.01 | 5,917,322 | 13.48 | 3,331 |
13 | To approve the Directors' Remuneration Report | 28,346,318 | 64.56 | 232 | 0.01 | 15,550,653 | 35.43 | 7,257 |
14 | To approve the Ricardo 2021 Deferred Bonus Plan | 43,855,410 | 99.93 | 232 | 0.01 | 26,981 | 0.06 | 21,837 |
15 | To grant the directors authority to allot relevant securities | 33,977,733 | 77.77 | 232 | 0.01 | 9,704,306 | 22.22 | 222,189 |
16 | To approve the disapplication of pre-emption rights | 34,000,375 | 77.83 | 232 | 0.01 | 9,681,779 | 22.16 | 222,074 |
17 | To authorise the Company to make market purchases of ordinary shares | 43,878,744 | 99.93 | 232 | 0.01 | 24,384 | 0.06 | 1,100 |
18 | To approve notice period for certain general meetings | 43,763,237 | 99.67 | 232 | 0.01 | 140,007 | 0.32 | 984 |
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A vote withheld is not a vote in law and is not counted in the calculation of proportion of votes "For" or "Against" a resolution.
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The total number of ordinary shares in issue as at 9 November 2021 was 62,218,280, of these 43,904,460 including votes withheld (70.56%) were voted.
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The Board has taken careful note that 35.43 per cent of the votes were cast against Resolution 13, the Directors' Remuneration Report. The Chair of the Remuneration Committee engaged with our largest shareholders before the 2021 Annual General Meeting to reiterate the reasons given in the Directors' Remuneration Report for the leaving arrangements of Ricardo's former Chief Executive Officer and will talk again with shareholders to understand fully their reasons for voting against the Resolution.
In addition, the Board has noted 22.22 per cent and 22.16 per cent of the votes were cast against Resolutions 15 and 16 respectively relating to the authority to allot shares and the disapplication of pre-emption rights. The Chief Financial Officer engaged with our largest shareholders before the 2021 Annual General Meeting to reiterate the reasons given in the Annual Report for the equity raise conducted in November 2020 and will talk again with shareholders to understand fully their reasons for voting against these Resolutions.
In accordance with Listing Rule 9.6.2R, a copy of the resolutions, other than those concerning ordinary business, passed by the Company at the AGM held on 11 November 2021, has been submitted to the National Storage Mechanism and will shortly be available for inspection atย https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
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The Ricardo plc LEI number is 213800ZNYAY35F4XB814
For further information contact:
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The Company Secretary, Patricia Ryan 01273 794776
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