5 Dec 2018 16:26
5 December 2018
LEI: 2138005C7REHURGWHW31
River and Mercantile Group PLC
(the 'Company')
2018 Annual General Meeting ('AGM') Results
The Company announces that at its AGM held on 5 December 2018, all the resolutions set out in the Notice of AGM were passed by the requisite majority. Each of the resolutions put to the AGM was voted on by way of a poll. The results of the poll for each resolution were as follows:
| Resolution (*indicates special resolution) | For (No. of shares) | For (%) | Against (No. of shares) | Against (%) | Votes Withheld (No. of shares) | % ISC Voted (excluding withheld) |
1. | Receive the Annual Report and Accounts for the year ended 30 June 2018 together with the report of the auditors thereon. | 61,481,968 | 100.00% | 0 | 0.00% | 0 | 74.89% |
2. | Approve the Directors' report on remuneration for the year ended 30 June 2018 as set out in the Annual Report and Accounts 2018. | 43,550,706 | 70.83% | 17,931,261 | 29.17% | 0 | 74.89% |
3. | Approve a final dividend of 5.5 pence per ordinary share for the financial year ended 30 June 2018. | 61,481,968 | 100.00% | 0 | 0.00% | 0 | 74.89% |
4. | Re-elect Jonathan Dawson as a Director of the Company. | 60,818,893 | 98.92% | 663,074 | 1.08% | 0 | 74.89% |
5. | Re-elect James Barham as Director of the Company. | 61,481,968 | 100.00% | 0 | 0.00% | 0 | 74.89% |
6. | Re-elect Jack Berry as a Director of the Company. | 61,474,201 | 99.99% | 7,767 | 0.01% | 0 | 74.89% |
7. | Re-elect Angela Crawford-Ingle as a Director of the Company. | 54,883,294 | 89.27% | 6,598,674 | 10.73% | 0 | 74.89% |
8. | Re-elect Mike Faulkner as a Director of the Company. | 61,481,968 | 100.00% | 0 | 0.00% | 0 | 74.89% |
9. | Re-elect Kevin Hayes as a Director of the Company. | 61,481,968 | 100.00% | 0 | 0.00% | 0 | 74.89% |
10. | Re-elect Robin Minter-Kemp as a Director of the Company. | 54,529,207 | 89.22% | 6,590,907 | 10.78% | 361,854 | 74.45% |
11. | Re-elect Jonathan Punter as a Director of the Company. | 61,464,752 | 99.97% | 17,215 | 0.03% | 0 | 74.89% |
12. | Elect John Misselbrook as a Director of the Company. | 55,550,024 | 90.35% | 5,931,944 | 9.65% | 0 | 74.89% |
13. | Reappoint BDO LLP as auditors to the Company, to hold office until the conclusion of the next general meeting at which accounts are laid before the Company. | 61,481,968 | 100.00% | 0 | 0.00% | 0 | 74.89% |
14. | Authorise the Board to set the remuneration of the auditors. | 61,481,968 | 100.00% | 0 | 0.00% | 0 | 74.89% |
15. | Authorise the Board to allot securities. | 61,269,907 | 100.00% | 0 | 0.00% | 212,061 | 74.63% |
16. | Authorise political donations. | 28,900,831 | 96.44% | 1,066,755 | 3.56% | 31,514,382 | 36.50% |
17. | Authorise the Board to dis-apply pre-emption rights. | 60,420,400 | 98.28% | 1,056,568 | 1.72% | 5,000 | 74.88% |
18. | Authorise the Board to dis-apply pre-emption rights for the purpose of financing a transaction which is an acquisition or capital investment. | 60,410,951 | 98.27% | 1,066,016 | 1.73% | 5,000 | 74.88% |
19. | Authorise the Board to call a general meeting of the Company (other than an AGM) on not less than 14 clear days' notice. | 61,211,914 | 99.56% | 270,054 | 0.44% | 0 | 74.89% |
Votes of shareholders excluding controlling shareholder
| Resolution (*indicates special resolution) | For (No. of shares) | For (%) | Against (No. of shares) | Against (%) | Votes Withheld (No. of shares) | % ISC Voted (excluding withheld) |
4. | Re-elect Jonathan Dawson as a Director of the Company. | 29,516,572 | 97.80% | 663,074 | 2.20% | 0 | 59.42% |
7. | Re-elect Angela Crawford-Ingle as a Director of the Company. | 23,580,973 | 78.14% | 6,598,674 | 21.86% | 0 | 59.42% |
10. | Re-elect Robin Minter-Kemp as a Director of the Company. | 23,226,886 | 77.90% | 6,590,907 | 22.10% | 361,854 | 58.70% |
12. | Elect John Misselbrook. | 24,247,703 | 80.34% | 5,931,944 | 19.66% | 0 | 59.42% |
The Board is pleased to announce that all resolutions proposed at the 2018 AGM passed. We are particularly pleased that the executive directors' reappointment resolutions received such strong shareholder support.
The Board notes the votes received against the Directors' Remuneration Report. As previously stated in our 2018 Annual Report, we plan to undertake a strategic review of executive remuneration and consult with our shareholders on a new remuneration policy in 2019.