Last checked at 17 Nov 2015 15:27
17 NOVEMBER 2015
SMITHS GROUP PLC
1. RESULT OF AGM
2. RESOLUTIONS PASSED AT AGM FILED WITH NATIONAL STORAGE MECHANISM
3. RETIREMENT OF A DIRECTOR AND CHANGE TO THE SENIOR INDEPENDENT DIRECTOR
1. LISTING RULE LR 9.6.18 R - RESULT OF AGM
The Company is pleased to announce that all the resolutions proposed at the Annual General Meeting ('AGM') held on 17 November 2015 were subject to polls and were passed by the necessary majority.
The results of the polls on the resolutions are shown below and will be posted on the Company's website, www.smiths.com.
Resolutions | Votes For | % For | Votes Against | % Against | % of ISC* voted |
Votes withheld | |
Shares | Shares | Shares | |||||
1 | Report & Accounts | 307,086,313 | 99.57 | 1,327,805 | 0.43 | 78.06% | 2,809,924 |
2 | Approval of Remuneration Policy | 278,345,426 | 96.40 | 10,397,058 | 3.60 | 73.08% | 22,481,558 |
3 | Approval of Remuneration Report | 264,500,742 | 91.60 | 24,254,693 | 8.40 | 73.09% | 22,468,607 |
4 | Declaration of Final Dividend | 309,857,515 | 100.00 | 0 | 0.00 | 78.43% | 1,366,527 |
5 | Re-election of Bruno Angelici | 284,958,441 | 98.68 | 3,819,358 | 1.32 | 73.09% | 22,446,243 |
6 | Re-election of Sir George Buckley | 304,063,941 | 98.14 | 5,778,372 | 1.86 | 78.42% | 1,381,729 |
7 | Re-election of Tanya Fratto | 308,949,914 | 99.71 | 889,375 | 0.29 | 78.42% | 1,384,753 |
8 | Re-election of Anne Quinn | 303,775,205 | 98.04 | 6,064,143 | 1.96 | 78.42% | 1,384,694 |
9 | Re-election of Bill Seeger | 308,897,533 | 99.70 | 937,821 | 0.30 | 78.42% | 1,388,688 |
10 | Re-election of Sir Kevin Tebbit | 308,586,994 | 99.68 | 990,811 | 0.32 | 78.36% | 1,646,237 |
11 | Election of Chris O'Shea | 307,916,451 | 99.38 | 1,923,487 | 0.62 | 78.42% | 1,384,104 |
12 | Election of Andrew Reynolds Smith | 309,056,092 | 99.75 | 785,994 | 0.25 | 78.42% | 1,381,956 |
13 | Reappointment of PwC as auditors | 301,969,522 | 97.45 | 7,908,667 | 2.55 | 78.43% | 1,345,853 |
14 | Auditors' remuneration | 309,608,726 | 99.92 | 251,678 | 0.08 | 78.43% | 1,363,638 |
15 | Authorities to allot shares | 289,720,259 | 94.28 | 17,585,681 | 5.72 | 77.78% | 3,918,102 |
16 | Disapplication of pre-emption rights | 277,601,938 | 91.33 | 26,339,531 | 8.67 | 76.93% | 7,282,573 |
17 | Market purchase of shares | 309,762,168 | 99.96 | 114,262 | 0.04 | 78.43% | 1,347,612 |
18 | Notice period for general meetings | 285,559,108 | 92.15 | 24,318,193 | 7.85 | 78.43% | 1,346,741 |
19 | Political donations etc. | 293,857,198 | 96.97 | 9,167,627 | 3.03 | 76.70% | 8,199,217 |
20 | Sharesave Scheme | 304,086,011 | 98.14 | 5,769,050 | 1.86 | 78.43% | 1,368,981 |
21 | Long Term Incentive Plan | 281,386,895 | 97.84 | 6,213,016 | 2.16 | 72.79% | 23,624,131 |
* ISC = issued share capital of the Company
Notes:
(i) Where shareholders appointed the Chairman as their proxy with discretion as to voting, their votes were cast in favour of the resolutions and their shares have been included in the "votes for" column.
(ii) A "vote withheld" is not a vote in law and is not counted in the calculation of the percentages of the votes cast for and against a resolution.
(iii) There were 395,093,744 ordinary shares of 37.5p in issue at the time of the AGM.
(iv) Resolutions Nos. 1 to 15 and 19 to 21 were passed as ordinary resolutions. Resolutions Nos. 16 to 18 were passed as special resolutions.
2. LISTING RULE LR 9.6.3 R - COPIES OF AGM RESOLUTIONS
A copy of all the resolutions passed at the AGM held on 17 November 2015 will be uploaded to the UK Financial Conduct Authority National Storage Mechanism. This may be viewed online by visiting the National Storage Mechanism website at www.morningstar.co.uk/uk/NSM.
3. LISTING RULE LR 9.6.11 R - DIRECTORATE CHANGES
Mr David Challen retired as a director and as the Senior Independent Director of the Company and resigned his memberships of all Board Committees at the conclusion of the AGM on 17 November 2015.
Sir Kevin Tebbit took over the role of Senior Independent Director of the Company with effect from the conclusion of the AGM.
Neil Burdett
Deputy Secretary
+44 (0)20 7808 5574
secretary@smiths.com
17 November 2015