Last checked at 12 May 2011 13:00
RENTOKIL INITIAL PLC (RTO)
RESULTS OF ANNUAL GENERAL MEETING 2011 ('AGM')
At the AGM of Rentokil Initial plc duly convened and held at No. 4 Hamilton Place, London, W1J 7BQ on Wednesday 11 May 2011, all resolutions as set out in the notice of meeting dated 1 April 2011 were passed. A poll was conducted on each resolution proposed at the meeting and the number of votes for and against each of the resolutions and the number of votes withheld were as follows:
Resolution | For (No. of votes)* | % | Against (No. of votes) | % | Total votes cast (No. of votes) | Withheld (No. of votes)** | |
1. | To receive the directors' report and accounts | 1,433,268,705 | 99.93 | 1,056,725 | 0.07 | 1,434,325,430 | 151,859 |
2. | To approve the directors' remuneration report | 1,409,180,651 | 98.25 | 25,044,433 | 1.75 | 1,434,225,084 | 252,705 |
3. | To re-elect John McAdam as a director | 1,404,486,894 | 98.98 | 14,442,289 | 1.02 | 1,418,929,183 | 15,548,106 |
4. | To re-elect Alan Brown as a director | 1,432,362,647 | 99.87 | 1,869,611 | 0.13 | 1,434,232,258 | 244,576 |
5. | To re-elect Peter Bamford as a director | 1,426,201,467 | 99.44 | 8,015,900 | 0.56 | 1,434,217,367 | 259,921 |
6. | To re-elect Richard Burrows as a director | 1,294,147,647 | 99.69 | 4,065,023 | 0.31 | 1,298,212,670 | 136,264,619 |
7. | To re-elect Alan Giles as a director | 1,431,356,051 | 99.80 | 2,924,129 | 0.20 | 1,434,280,180 | 197,109 |
8. | To re-elect Peter Long as a director | 1,431,220,166 | 99.79 | 2,973,511 | 0.21 | 1,434,193,677 | 283,612 |
9. | To re-elect Andy Ransom as a director | 1,432,558,115 | 99.88 | 1,750,722 | 0.12 | 1,434,308,837 | 168,452 |
10 | To re-elect William Rucker as a director | 1,426,308,842 | 99.45 | 7,893,849 | 0.55 | 1,434,202,691 | 274,597 |
11. | To re-elect Duncan Tatton-Brown as a director | 1,426,322,741 | 99.45 | 7,953,567 | 0.55 | 1,434,276,308 | 200,980 |
12. | To appoint Jeremy Townsend as a director | 1,432,441,892 | 99.88 | 1,724,216 | 0.12 | 1,434,166,108 | 311,181 |
13. | To re-appoint KPMG Audit Plc as auditors | 1,304,740,755 | 99.41 | 7,788,436 | 0.59 | 1,312,529,191 | 121,948,597 |
14.. | To authorise the directors to agree the auditors' remuneration | 1,426,873,833 | 99.56 | 6,264,885 | 0.44 | 1,433,138,718 | 1,339,070 |
15.. | Special Resolution - To authorise the calling of a general meeting (other than an AGM) on 14 days' clear notice | 1,399,838,491 | 97.59 | 34,507,242 | 2.41 | 1,434,345,733 | 131,556 |
16.. | To authorise the directors to allot shares | 1,402,034,675 | 99.02 | 13,935,234 | 0.98 | 1,415,969,909 | 18,507,380 |
17. | Special Resolution - To disapply statutory pre-emption rights | 1,430,629,498 | 99.75 | 3,562,779 | 0.25 | 1,434,192,277 | 285,512 |
18. | Special Resolution - To authorise the board to make market purchases of its own shares | 1,433,848,887 | 99.97 | 476,142 | 0.03 | 1,434,325,029 | 152,260 |
19. | To authorise the making of political donations | 1,405,148,691 | 99.03 | 13,711,838 | 0.97 | 1,418,860,529 | 15,609,260 |
*Votes "For" include those votes giving the Chairman discretion.
**A vote withheld is not a vote in law and is not counted in the calculation of votes validly cast for or against a resolution.
The numbers of ordinary shares in issue on 11 May 2011 at 11.00am was 1,814,831,011 ordinary shares of 1p each (excluding treasury shares).
In accordance with Listing Rule 9.6.2 copies of all the resolutions passed, other than ordinary business, will be submitted to and available for inspection at the National Storage mechanism and will shortly be available for inspection at www.Hemscott.com/nsm.do
Resolutions 15, 17 and 18 were proposed as Special resolutions. A copy of the resolutions are listed below and
can also be found in the Notice of Meeting available on the Rentokil Initial plc website at www.rentokil-initial.com/investors
Resolution 15: That a general meeting other than an annual general meeting may be called on not less than 14 clear days' notice
Resolution 17: That if resolution 16. is passed and, pursuant to Article 13 of the Company's articles of association, the board be given power, pursuant to section 570 to allot equity securities (as defined in the Companies Act 2006) for cash under the authority given by that resolution and/or where the allotment constitutes an allotment of equity securities by virtue of section 560 of the Companies Act 2006, free of the restriction in section 561 of the Companies Act 2006, such power to be limited:
a) to the allotment of equity securities in connection with an offer of equity securities (but in the case of the authority granted under resolution 16(b), by way of a rights issue only:
(i) to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
(ii) to people who are holders of other equity securities if this is required by the rights of those securities or, if the directors consider it necessary, as permitted by the rights of those securities,
and so that the board may impose any limits or restrictions and make any arrangements which it considers necessary or appropriate to deal with fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter; and
b) in the case of the authority granted under resolution 16(a), to the allotment (otherwise than under (a) above) of equity securities up to a nominal amount of £907,415.
Such power to apply until the end of the annual general meeting of the Company to be held in 2012 (or, if earlier, 15 months from the date of this resolution) but during this period the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted after the power ends and the board may allot equity securities under any such offer or agreement as if the power had not ended."
Resolution 18: That the Company be and is hereby generally and unconditionally authorised to make market purchases (within the meaning of section 693 of the Companies Act 2006) of its ordinary shares of 1p each in the capital of the Company, subject to the following conditions:
a) the maximum number of ordinary shares authorised to be purchased is 181,483,101;
b) the minimum price (exclusive of expenses) which may be paid for an ordinary share is 1p (being the nominal value of an ordinary share);
c) the maximum price (exclusive of expenses) which may be paid for each ordinary share is the higher of: (i) an amount equal to 105 per cent. of the average of the middle market quotations of an ordinary share of the Company as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the ordinary share is contracted to be purchased; and (ii) an amount equal to the higher of the price of the last independent trade of an ordinary share and the highest current independent bid for an ordinary share as derived from the London Stock Exchange Trading System (SETS);
d) this authority shall expire at the close of the annual general meeting of the Company to be held in 2012 (or, if earlier, 18 months from the date of this resolution); and
e) a contract to purchase shares under this authority may be made prior to the expiry of this authority, and concluded in whole or in part after the expiry of this authority."
12 May 2011
Enquiries:
Paul Griffiths,
Company Secretary
Tel: +44 (0)1293 858000