Last checked at 21 May 2020 12:17
Sabre Insurance Group plc (the 'Company')
Announcement of the Results of Annual General Meeting 2020
The Annual General Meeting of Sabre Insurance Group plc was held on the 21 May 2020. All resolutions set out in the notice of Annual General Meeting were passed by the requisite majority by way of a poll. The table below shows the results of the poll on all 19 resolutions. Each shareholder present in person, or by proxy, was entitled to one vote per share held.
Shareholders passed Resolution 19 as a special resolution to ratify the payment of, and appropriation of profits to the payment of, the Company's interim dividend paid on 20 September 2018 (the "Interim Dividend"), waive any rights of the Company against shareholders who received the Interim Dividend, waive any rights of the Company against past, present and future directors of the Company in respect of the Interim Dividend, and approve the Company entering into a deed of release in favour of such shareholders and a deed of release in favour of such directors (the "Directors' Deed of Release"). Further information relating to the technical infringement of the Companies Act 2006 which required the Company to seek shareholder approval for these matters is set out in the 2020 Notice of AGM available on the Company's website (www.sabreplc.co.uk). The Company confirms that, following the passing of Resolution 19, it has now executed the deeds of release. As each of the current Directors of the Company is deemed to be a 'related party' of the Company under the Listing Rules, the entry by the Company into the Directors' Deed of Release is a 'smaller related party transaction' under the Listing Rules and fell with the requirements of LR11.1.10, as further discussed in the Company's 2020 Notice of AGM.
| Resolution | For | % votes cast For | Against | % votes cast Against | Total votes cast (excluding votes withheld) | % of issued share capital voted | Withheld |
1. | Receive and adopt the 2019 financial statements, Directors' Report and Independent Auditor's Report. | 203,496,324 | 100.00 | 0 | 0.00 | 203,496,324 | 81.40% | 174,825 |
2. | Approve the Directors' Remuneration Report | 201,092,590 | 98.73 | 2,578,559 | 1.27 | 203,671,149 | 81.47% | 0 |
3. | To declare a final dividend of 8.1 pence per ordinary share | 203,671,149 | 100.00 | 0 | 0.00 | 203,671,149 | 81.47% | 0 |
4. | To re-elect Catherine Barton as a Director | 203,052,708 | 99.70 | 616,994 | 0.30 | 203,669,702 | 81.47% | 1,447 |
5. | To re-elect Geoff Carter as a Director
| 203,669,552 | 100.00 | 1,597 | 0.00 | 203,671,149 | 81.47% | 0 |
6. | To re-elect Ian Clark as a Director
| 203,622,478 | 99.98 | 47,224 | 0.02 | 203,669,702 | 81.47% | 1,447 |
7. | To re-elect Andrew Pomfret as a Director | 200,720,990 | 98.55 | 2,948,712 | 1.45 | 203,669,702 | 81.47% | 1,447 |
8. | To re-elect Rebecca Shelley as a Director | 202,952,478 | 99.65 | 717,224 | 0.35 | 203,669,702 | 81.47% | 1,447 |
9. | To re-elect Patrick Snowball as a Director
| 203,356,841 | 99.98 | 48,527 | 0.02 | 203,405,368 | 81.36% | 265,781 |
10. | To re-elect Adam Westwood as a Director | 202,999,552 | 99.67 | 671,597 | 0.33 | 203,671,149 | 81.47% | 0 |
11. | To reappoint Ernst & Young LLP as auditor of the Company | 201,409,742 | 99.02 | 1,995,600 | 0.98 | 203,405,342 | 81.36% | 265,807 |
12. | Authority to fix auditor's remuneration | 202,157,034 | 99.39 | 1,248,308 | 0.61 | 203,405,342 | 81.36% | 265,807 |
13. | Authority to make political donations
| 195,931,313 | 96.20 | 7,739,836 | 3.80 | 203,671,149 | 81.47% | 0 |
14. | Authority to allot shares
| 195,445,710 | 95.96 | 8,224,689 | 4.04 | 203,670,399 | 81.47% | 750 |
15. | Disapplication of pre-emption rights (general authority) | 203,656,877 | 99.99 | 12,799 | 0.01 | 203,669,676 | 81.47% | 1,473 |
16. | Disapplication of pre-emption rights (specific capital investment) | 203,655,574 | 99.99 | 14,102 | 0.01 | 203,669,676 | 81.47% | 1,473 |
17. | Market purchase of its shares
| 203,646,462 | 99.99 | 13,872 | 0.01 | 203,660,334 | 81.46% | 10,815 |
18. | Authority to call a general meeting (other than AGMs) on 14 clear days' notice | 197,992,093 | 97.21 | 5,679,056 | 2.79 | 203,671,149 | 81.47% | 0 |
19. | To ratify the payment of an interim dividend paid to shareholders on 20 September 2018 and certain related matters | 199,617,676 | 100.00 | 0 | 0.00 | 199,617,676 | 79.85% | 1,590,037 |
NOTES:
1. The 'For' vote includes proxy appointments which gave the Chairman discretion on how to vote.
2. A vote 'Withheld' is not a vote in law and is not counted in the calculation of the proportion of votes 'For' or 'Against' a resolution nor in the calculation of the percentage of the issued share capital voted for any resolution.
3. Resolutions 15 to 19 were Special Resolutions requiring a 75% majority.
4. As at 6.30 pm on 19 May 2020 the total number of ordinary shares in issue, and therefore total number of voting rights was 250,000,000. The Company did not hold any shares in treasury at that time.
5. As per Listing Rule 9.6.2 a copy of the full text of the resolutions passed at the Annual General Meeting (including resolutions concerning special business) will shortly be submitted to the National Storage Mechanism for inspection at www.morningstar.co.uk/uk/NSM
A copy is also available on the Sabre website - www.sabreplc.co.uk/investors
Anneka Kingan
Company Secretary
Sabre Insurance Group plc
LEI Code: 2138006RXRQ8P8VKGV98