11 Dec 2017 14:20
River and Mercantile Group PLC
(the 'Company')
2017 Annual General Meeting ('AGM') Results
This announcement is a replacement of the announcement released 8 December 2017 at 17:15, which was released in error and should be disregarded. The results of the poll for each resolution have been updated to reflect the correct figures received from the scrutineer of the AGM, and the statement at the end noting the votes received has been updated to refer to the correct resolution.
The Company announces that at its AGM held on 8 December 2017, 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. To receive the Annual Report and Accounts for the year ended 30 June 2017 together with the report of the auditors thereon. | 68,276,353 | 100.00% | 0 | 0.00% | 0 | 83.17 |
2. To approve the Directors' report on remuneration for the year ended 30 June 2017 as set out in the Annual Report and Accounts 2017. | 68,084,923 | 99.72% | 191,430 | 0.28% | 0 | 83.17 |
3. To approve the Directors' Remuneration Policy, as set out on pages 58 to 70 in the Annual Report and Accounts 2017. | 50,989,515 | 74.70% | 17,271,838 | 25.30% | 15,000 | 83.15 |
4. To authorise the remuneration committee of the Directors (the "Remuneration Committee") to establish the River and Mercantile Group PLC 2017 Deferred Equity Plan ("DEP") and to do all such things as may be necessary or expedient to give effect to the DEP. | 61,193,253 | 96.28% | 2,361,610 | 3.72% | 4,721,490 | 77.42 |
5. To authorise the Remuneration Committee to establish schedules to, or further share plans based on the DEP but modified to take account of local tax, exchange control or securities laws in overseas territories. | 61,193,253 | 96.28% | 2,361,610 | 3.72% | 4,721,490 | 77.42 |
6. To approve the payment of a final dividend of 6 pence per ordinary share for the financial year ended 30 June 2017. | 68,276,353 | 100.00% | 0 | 0.00% | 0 | 83.17 |
7. Elect Jonathan Dawson as a Director of the Company with controlling shareholder's vote. | 63,200,527 | 92.57% | 5,075,826 | 7.43% | 0 | 83.17 |
8. Re-elect James Barham as a Director of the Company. | 68,276,353 | 100.00% | 0 | 0.00% | 0 | 83.17 |
9. Re-elect Jack Berry as a Director of the Company. | 68,276,353 | 100.00% | 0 | 0.00% | 0 | 83.17 |
10. Re-elect Angela Crawford-Ingle as a Director of the Company with controlling shareholder's vote. | 68,276,353 | 100.00% | 0 | 0.00% | 0 | 83.17 |
11. Re-elect Mike Faulkner as a Director of the Company. | 68,276,353 | 100.00% | 0 | 0.00% | 0 | 83.17 |
12. Re-elect Kevin Hayes as a Director of the Company. | 68,276,353 | 100.00% | 0 | 0.00% | 0 | 83.17 |
13. Re-elect Robin Minter-Kemp as a Director of the Company with controlling shareholder's vote. | 63,200,527 | 92.57% | 5,075,826 | 7.43% | 0 | 83.17 |
14. Re-elect Jonathan Punter as a Director of the Company. | 68,084,923 | 99.72% | 191,430 | 0.28% | 0 | 83.17 |
15. To 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 shareholders. | 68,084,923 | 99.72% | 191,430 | 0.28% | 0 | 83.17 |
16. To authorise the Board to set the remuneration of the auditors. | 68,276,353 | 100.00% | 0 | 0.00% | 0 | 83.17 |
17. To authorise the Board to allot securities. | 68,276,353 | 100.00% | 0 | 0.00% | 0 | 83.17 |
18. To authorise the Board to incur political expenditure not exceeding £50,000 during the period beginning on the date on which this resolution is passed and ending on 7 March 2019 or if sooner, the end of the next AGM of the Company. | 35,717,466 | 96.61% | 1,254,968 | 3.39% | 31,303,919 | 45.04 |
19. To authorise the Board to dis-apply pre-emption rights.* | 67,212,815 | 98.44% | 1,063,538 | 1.56% | 0 | 83.17 |
20. In addition to the authority in Resolution 19, to authorise the Board to dis-apply pre-emption rights for the purpose of financing a transaction which is an acquisition or capital investment.* | 67,021,385 | 98.16% | 1,254,968 | 1.84% | 0 | 83.17 |
21. To authorise the Board to call a general meeting of the Company (other than an AGM) on not less than 14 clear days' notice.* | 68,276,353 | 100.00% | 0 | 0.00% | 0 | 83.17 |
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) |
7. Elect Jonathan Dawson as a Director of the Company. | 31,898,206 | 86.27% | 5,075,826 |
13.73 | 0 | 72.79 |
10. Re-elect Angela Crawford-Ingle as a Director of the Company. | 36,974,032 | 100.00% | 0 |
0
| 0 | 72.79 |
13. Re-elect Robin Minter-Kemp as a Director of the Company. | 31,898,206 | 86.27% | 5,075,826 |
13.73 | 0 | 72.79 |
The Board has noted the votes received in respect of Resolution 3 (Directors' Remuneration Policy). The Remuneration Committee recognises that, while a significant level of support has been received for the Directors' Remuneration Policy, not all shareholders have voted in support and we value their feedback. The Remuneration Committee will consider the feedback provided and will engage in a dialogue with major shareholders regarding remuneration matters ahead of the 2018 AGM when the Company's remuneration policy is next scheduled to be put to the vote.