Last checked at 28 Jul 2016 10:43
RECORD PLC
("Record" or "the Company")
Notification of shareholder resolutions at
2016 Annual General Meeting
in compliance with Listing Rule 9.6.18R
28 July 2016
Record plc held its Annual General Meeting at 10.00 a.m. on 28 July 2016 at Morgan House, Madeira Walk, Windsor SL4 1EP.
All of the thirteen resolutions set out in the Notice of Annual General Meeting ("AGM Notice") sent to shareholders on 28 June 2016 were passed. The following is a summary of the proxy votes that were received by the Company's registrars:
VotesFor(including Discretionary) | VotesAgainst | Total votescast as a % of Record plc issued ordinary shares | Votes Withheld | |||
Resolution | Numberofvotes | % of votes cast | Number ofvotes | % of votes cast | % | Numberofvotes |
1. To receive and adopt the Annual Report & Financial Statements of the Company for the year ended 31 March 2016. | 154,114,923 | 100% | 300 | 0% | 69.62% | 0 |
2. To declare a final dividend of 0.825 pence per ordinaryshare of £0.00025 in thecapital of the Company. | 154,114,161 | 100% | 1,062 | 0% | 69.62% | 0 |
3. To elect Jane Tufnell as an independent director of the Company. | 153,817,458 | 100% | 0 | 0% | 69.48% | 297,765 |
4. To elect Rosemary Hilary asan independent director of the Company. | 153,814,158 | 100% | 3,300 | 0% | 69.48% | 297,765 |
5. To re-elect Neil Record asa director of the Company. | 154,102,342 | 99.99% | 12,881 | 0.01% | 69.62% | 0 |
6. To re-elect Steve Cullen asa director of the Company. | 154,102,342 | 99.99% | 12,881 | 0.01% | 69.62% | 0 |
7. To re-elect Bob Noyen asa director of the Company. | 154,102,342 | 99.99% | 12,881 | 0.01% | 69.62% | 0 |
8. To re-appoint Grant Thornton UK LLP as auditor of the Company and to authorisethe directors to agree their remuneration. | 154,110,861
| 100% | 1,362 | 0% | 69.61% | 3,000 |
9. To approve the Directors' Remuneration Report (excluding the Directors' Remuneration Policy) as set out on pages 52 to 64 of the Annual Report & Financial Statements of the Company. | 154,105,053 | 100% | 3,300 | 0% | 69.61% | 6,870 |
10. To authorise the Directors to allot Ordinary Shares on the terms set out in the AGM Notice. | 151,593,108 | 98.36% | 2,522,115 | 1.64% | 69.62% | 0 |
11. To disapply statutory pre-emption rights on the terms set out in the AGM Notice. | 154,086,053 | 99.98% | 29,170 | 0.02% | 69.62% | 0 |
12. To authorise the Company to purchase own shares on the terms set out in the AGM Notice. | 154,114,923 | 100% | 300 | 0% | 69.62% | 0 |
13. To permit general meetingsof the Company (other than annual general meetings) to be called on not less than 14 clear days' notice. | 154,111,923 | 100% | 3,300 | 0% | 69.62% | 0 |
VOTES OF SHAREHOLDERS EXCLUDING CONTROLLING SHAREHOLDERS
VotesFor(including Discretionary) | VotesAgainst | Total votescast as a % of Record plc issued ordinary shares | Votes Withheld | |||
Resolution | Numberofvotes | % of votes cast | Number ofvotes | % of votes cast | % | Numberofvotes |
3. To elect Jane Tufnell as an independent director of the Company. | 82,836,747 | 100% | 0 | 0% | 37.42% | 297,765 |
4. To elect Rosemary Hilary asan independent director ofthe Company. | 82,833,447 | 100% | 3,300 | 0% | 37.42% | 297,765 |
As the Company has a controlling shareholder (as defined in the Financial Conduct Authority's Listing Rules), each resolution to elect an independent director (being resolutions 3 and 4) have, 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.
Note: A "vote withheld" is not a vote in law and is not counted in the calculation of the proportion of the votes "for" and "against" a resolution.
All of the above resolutions were passed on a show of hands. Each was passed unanimously in favour. Resolutions 11, 12 and 13 were passed as special resolutions.
The number of ordinary shares in issue at the date of this announcement is 221,380,800.
For further information, please contact:
Record plc Tel: +44 (0) 1753 852 222
James Wood-Collins
Steve Cullen
MHP Tel: +44 (0) 20 3128 8100
Nick Denton
Notes to Editors
Record is a specialist currency manager and provider of currency hedging services for institutional clients. Founded in 1983, Record has established a market leading position as a currency manager. Specifically, the Group has a leading position in managing Dynamic Hedging and Currency for Return for institutional clients.
The Group has three principal product lines:
- Dynamic Hedging, formerly known as Active Hedging, where Record seeks to eliminate the impact of currency movements on elements of clients' investment portfolios that are denominated in foreign currencies when these movements are expected to result in an economic loss to the client, but not to do so when they are expected to result in an economic gain;
- Passive Hedging, where Record seeks to eliminate fully or partially the economic impact of currency movements on elements of clients' investment portfolios that are denominated in foreign currencies; and
- Currency for Return, in which Record enters into currency contracts for clients with the objective of generating positive returns.
Record (LSE: REC) was admitted to trading on the main market of London Stock Exchange plc on 3 December 2007.