Last checked at 29 Jul 2022 16:08
RECORD PLC
("Record" or "the Company")
Notification of shareholder resolutions at
2022 Annual General Meeting
in compliance with Listing Rule 9.6.18R
29 July 2022
Record plc held its Annual General Meeting at 10.00 a.m. on 29 July 2021 at The Office Group - Liberty House, 222 Regent St., London W1B 4NH.
All of the eighteen resolutions set out in the Notice of Annual General Meeting ("AGM Notice") issued to shareholders on 29 June 2022 were on a poll. The results of each resolution were as follows:
| VotesFor(including Discretionary) | VotesAgainst | Total votescast | Votes Withheld | |||
Resolution | Numberofvotes | % of votes cast | Number ofvotes | % of votes cast | Total number of votes | % of Record plc issued ordinary shares | Numberofvotes |
1. To receive and adopt the Annual Report & Accounts of the Company for the year ended 31 March 2022. | 118,732,566
| 100.00%
| 0
| 0.00% | 118,732,566
| 59.65%
| 3,225
|
2. To approve the Directors' Remuneration Report (excluding the Directors' Remuneration Policy) as set out in the Annual Report & Accounts of the Company. | 101,461,225
| 89.91%
| 11,389,408
| 10.09%
| 112,850,633
| 56.69%
| 5,885,158
|
3. To approve the Directors' Remuneration Policy, set out in the Directors' Remuration Report as set out in the Annual Report & Accounts of the Company. | 108,405,754
| 96.09%
| 4,405,865
| 3.91%
| 112,811,619
| 56.67%
| 5,924,172
|
4. To approve and adopt the Record plc Long Term Incentive Plan | 117,064,457
| 98.60%
| 1,658,255
| 1.40%
| 118,722,712
| 59.64%
| 13,079
|
5. To declare a final dividend of 1.80 pence per ordinaryshare. | 118,732,566
| 100.00%
| 0 | 0.00% | 118,732,566
| 59.65%
| 3,225
|
6. To re-elect Neil Record as a director of the Company. | 116,983,765
| 98.53%
| 1,748,801
| 1.47%
| 118,732,566
| 59.65%
| 3,225
|
7. To re-elect Leslie Hill as a director of the Company. | 118,732,066
| 99.99%
| 500
| 0.01% | 118,732,566
| 59.65%
| 3,225
|
8. To re-elect Steve Cullen as a director of the Company. | 118,732,066
| 99.99%
| 500
| 0.01% | 118,732,566
| 59.65%
| 3,225
|
9. To re-elect Tim Edwards as a director of the Company | 115,373,589
| 97.72%
| 2,694,185
| 2.28%
| 118,067,774
| 59.31%
| 668,017
|
10. To elect Matt Hotson as a director of the Company. | 117,538,386
| 99.55%
| 529,388
| 0.45%
| 118,067,774
| 59.31%
| 668,017
|
11. To elect Krystyna Nowak as a director of the Company. | 118,067,774
| 100.00%
| 0 | 0.00% | 118,067,774 | 59.31% | 668,067 |
12. To re-appoint BDO LLP as Auditor of the Company to hold office until the conclusion of the next meeting of the Company at which the accounts are laid. | 118,732,566
| 100.00%
| 0 | 0.00% | 118,732,566
| 59.65%
| 3,225
|
13. To authorise the directors of the Company to determinethe Auditor's remuneration. | 118,732,566
| 100.00%
| 0 | 0.00% | 118,732,566
| 59.65%
| 3,225
|
14. To authorise the Directors to allot Ordinary Shares on the terms set out in the AGM Notice. | 118,730,453 | 99.99% | 2,113
| 0.01% | 118,732,566
| 59.65%
| 3,225
|
15. To disapply statutory pre-emption rights on the terms set out in the AGM Notice. | 118,650,869
| 99.94%
| 74,697
| 0.06%
| 118,725,566
| 59.64%
| 10,225
|
16. To disapply statutory pre-emption rights in connection with an acquisition or other capital investment on the terms set out in the AGM Notice. | 117,807,869
| 99.22%
| 924,697
| 0.78%
| 118,732,566
| 59.65%
| 3,225
|
17. To authorise the Company to purchase its own shares on the terms set out in the AGM Notice. | 118,704,601
| 99.98%
| 27,965
| 0.02%
| 118,732,566
| 59.65%
| 3,225
|
18. To permit general meetingsof the Company (other than annual general meetings) to be called on not less than 14 clear days' notice. | 118,675,168
| 99.95%
| 57,398
| 0.05%
| 118,732,566
| 59.65%
| 3,225
|
VOTES OF SHAREHOLDERS EXCLUDING CONTROLLING SHAREHOLDERS
| VotesFor(including Discretionary) | VotesAgainst | Total votescast | Votes Withheld | |||
Resolution | Numberofvotes | % of votes cast | Number ofvotes | % of votes cast | Total number of votes | % of Record plc issued ordinary shares | Numberofvotes |
9. To elect Tim Edwards as a director of the Company. | 56,714,015
| 95.46%
| 2,694,185
| 4.54%
| 59,408,200
| 29.85
| 668,017
|
10. To elect Matt Hotson as a director of the Company. | 58,878,812
| 99.11%
| 529,388
| 0.89%
| 59,408,200
| 29.85
| 668,017
|
11. To elect Krystyna Nowak as a director of the Company. | 59,408,200
| 100.00%
| 0 | 0.00% | 59,408,200
| 29.85
| 668,017
|
As the Company has a controlling shareholder (as defined in the Financial Conduct Authority's Listing Rules), the resolutions to elect an independent director (being resolutions 10 and 11) 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.
The number of ordinary shares in issue at the date of this announcement is 199,054,325.
Resolutions 1 to 14 were ordinary resolutions, requiring more than 50 per cent. of shareholders' votes to be cast in favour of the resolutions. Resolutions 15 to 18 were special resolutions, requiring at least 75 per cent. of shareholders' votes to be cast in favour of the resolutions.
A copy of all the resolutions passed at the Annual General Meeting has been submitted to the Financial Conduct Authority via the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
-Ends -
For further information, please contact:
Record plc Tel: +44 (0) 1753 852 222
Leslie Hill, Chief Executive Officer
Steve Cullen, Chief Finance Officer
Buchanan Tel: +44 (0) 20 7466 5000
Giles Stewart record@buchanan.uk.com
Victoria Hayns
Henry Wilson
George Beale
Notes to Editors
Record plc
Founded in 1983, Record is an independent, market-leading specialist currency and derivatives manager with over 38 years of experience which has allowed us to develop a deep and fundamental understanding of the risk and reward opportunities within those markets.
Our range of products typically assist our clients in achieving either their risk-reduction (via Currency Hedging) or return-seeking (via Currency for Return) objectives.
Our clients are largely institutions, including pension funds, charities, foundations, endowments, and family offices, as well as other asset managers and corporates.
Record (LSE: REC) was admitted to trading on the London Stock Exchange on 3 December 2007.