Last checked at 27 Jul 2017 10:53
RECORD PLC
("Record" or "the Company")
Notification of shareholder resolutions at
2017 Annual General Meeting
in compliance with Listing Rule 9.6.18R
27 July 2017
Record plc held its Annual General Meeting at 10.00 a.m. on 27 July 2017 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 27 June 2017 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 2017. | 134,646,360 | 100% | 300 | 0% | 67.64% | 0 |
2. To declare a final dividend of 1.175 pence per ordinaryshare of £0.00025 in thecapital of the Company. | 134,646,660 | 100% | 0 | 0% | 67.64% | 0 |
3. To re-elect Leslie Hill asa director of the Company. | 132,130,449 | 98.13% | 2,516,211 | 1.87% | 67.64% | 0 |
4. To re-elect James Wood-Collins as a director of the Company. | 132,130,149 | 98.13% | 2,516,511 | 1.87% | 67.64% | 0 |
5. To re-elect David Morrison asa director of the Company. | 134,640,360 | 100% | 6,300 | 0% | 67.64% | 0 |
6. To appoint PricewaterhouseCoopers LLP as auditor of the Company to hold office from the conclusion of the AGM until the conclusion of the next meeting at which the accounts are laid before the Company. | 134,622,982 | 100% | 300 | 0% | 67.63% | 23,378 |
7. To authorisethe directors of the Companyto agree the auditor's remuneration. | 134,646,360 | 100% | 300 | 0% | 67.64% | 0 |
8. To approve the Directors' Remuneration Report (excluding the Directors' Remuneration Policy) as set out in the Annual Report & Financial Statements of the Company. | 134,637,360 | 100% | 6,300 | 0% | 67.64% | 3,000 |
9. To approve the Directors' Remuneration Policy contained in the Directors' Remuneration Report as set out in the Annual Report and Financial Statements. | 134,524,498 | 99.91% | 119,162 | 0.09% | 67.64% | 3,000 |
10. To authorise the Directors to allot Ordinary Shares on the terms set out in the AGM Notice. | 134,640,360 | 100% | 6,300 | 0% | 67.64% | 0 |
11. To disapply statutory pre-emption rights on the terms set out in the AGM Notice. | 134,524,584 | 99.91% | 122,076 | 0.09% | 67.64% | 0 |
12. To authorise the Company to purchase own shares on the terms set out in the AGM Notice. | 134,628,360 | 99.99% | 18,300 | 0.01% | 67.64% | 0 |
13. To permit general meetingsof the Company (other than annual general meetings) to be called on not less than 14 clear days' notice. | 134,533,498 | 99.92% | 113,162 | 0.08% | 67.64% | 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 |
5. To re-elect David Morrison asa director of the Company. | 72,243,819 | 99.99% | 6,300 | 0.01% | 36.30% | 0 |
As the Company has a controlling shareholder (as defined in the Financial Conduct Authority's Listing Rules), the resolution to elect an independent director (being resolution 5) 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.
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.
Following completion of the recent Tender offer and the resulting reduction in the Company's issued share capital, the Directors have undertaken not to exceed the appropriate limits set out in the guidelines issued by the Investment Association in relation to Resolutions 10, 11 and 12 of the AGM Notice.
The number of ordinary shares in issue at the date of this announcement is 199,054,325.
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 Currency Hedging and Currency for Return for institutional clients.
The Group has four principal reporting lines:
- Dynamic 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;
- Currency for Return, in which Record enters into currency contracts for clients with the objective of generating positive returns; and
- Multi-Product, where the client mandate includes combined hedging and return-seeking objectives.
Record (LSE: REC) was admitted to trading on the main market of London Stock Exchange plc on 3 December 2007.
Record plc, Morgan House, Madeira Walk, Windsor, Berkshire SL4 1EP
LEI: 5493000VJ55ZTYGX4322