Last checked at 16 Nov 2022 13:40
16 NOVEMBER 2022
SMITHS GROUP PLC
RESULT OF AGM & DIRECTORATE CHANGE
Smiths Group plc (the 'Company') announces that the following resolutions were duly passed at the Company's Annual General Meeting ('AGM') which was held at 11:00am on 16 November 2022. The results of the poll vote for each resolution are as follows:
|
| VOTESFOR | % OF VOTES CAST FOR | VOTESAGAINST | % OF VOTES CAST AGAINST | VOTESTOTAL | VOTES CAST AS A % OF ISC | VOTESWITHHELD |
1 | Receive and adopt the Company's audited Annual Report & Accounts for year ended 31 July 2022 | 286,912,710 | 99.87 | 360,806 | 0.13 | 287,273,516 | 81.00% | 6,814,324 |
2 | Approval of Directors' Remuneration Report | 282,175,313 | 96.01 | 11,719,764 | 3.99 | 293,895,077 | 82.86% | 192,763 |
3 | Declare a final dividend of 27.3p per share | 294,051,979 | 100.00 | 5,034 | 0.00 | 294,057,013 | 82.91% | 30,827 |
4 | Election of Richard Howes as a Director | 292,705,864 | 99.88 | 344,233 | 0.12 | 293,050,097 | 82.63% | 1,037,743 |
5 | Election of Clare Scherrer as a Director | 291,306,032 | 99.07 | 2,737,509 | 0.93 | 294,043,541 | 82.91% | 44,299 |
6 | Re-election of Sir George Buckley as a Director | 290,828,102 | 98.91 | 3,206,370 | 1.09 | 294,034,472 | 82.90% | 53,368 |
7 | Re-election of Pam Cheng as a Director | 292,688,129 | 99.54 | 1,342,479 | 0.46 | 294,030,608 | 82.90% | 57,232 |
8 | Re-election of Dame Ann Dowling as a Director | 293,621,341 | 99.86 | 417,626 | 0.14 | 294,038,967 | 82.90% | 48,873 |
9 | Re-election of Karin Hoeing as a Director | 292,701,956 | 99.54 | 1,339,667 | 0.46 | 294,041,623 | 82.91% | 46,217 |
10 | Re-election of Paul Keel as a Director | 293,876,862 | 99.95 | 154,638 | 0.05 | 294,031,500 | 82.90% | 56,340 |
11 | Re-election of William Seeger as a Director | 292,397,741 | 99.45 | 1,627,437 | 0.55 | 294,025,178 | 82.90% | 62,662 |
12 | Re-election of Mark Seligman as a Director | 288,953,064 | 98.27 | 5,080,326 | 1.73 | 294,033,390 | 82.90% | 54,450 |
13 | Re-election of Noel Tata as a Director | 248,977,199 | 84.96 | 44,065,277 | 15.04 | 293,042,476 | 82.62% | 1,045,364 |
14 | Re-appointment of KPMG LLP as auditor | 293,026,433 | 99.65 | 1,017,630 | 0.35 | 294,044,063 | 82.91% | 43,777 |
15 | Authority for Audit & Risk Committee to determine the remuneration of the auditors. | 294,019,642 | 99.99 | 18,404 | 0.01 | 294,038,046 | 82.90% | 49,794 |
16 | Authority to Directors to allot shares | 276,220,870 | 95.28 | 13,687,411 | 4.72 | 289,908,281 | 81.74% | 4,179,559 |
17 | Authority to disapply pre-emption rights | 282,760,894 | 96.16 | 11,295,351 | 3.84 | 294,056,245 | 82.91% | 31,595 |
18 | Additional authority to disapply pre-emption rights | 269,283,281 | 91.58 | 24,771,176 | 8.42 | 294,054,457 | 82.91% | 33,383 |
19 | Authority to make market purchases of shares | 293,023,577 | 99.65 | 1,033,449 | 0.35 | 294,057,026 | 82.91% | 30,814 |
20 | Authority to call general meetings other than Annual General Meetings on not less than 14 clear days' notice | 263,063,357 | 89.77 | 29,986,586 | 10.23 | 293,049,943 | 82.63% | 1,037,656 |
21 | Authority to make political donations and expenditure | 285,769,712 | 98.45 | 4,491,389 | 1.55 | 290,261,101 | 81.84% | 3,826,739 |
Notes
As at 6.30 p.m. on 14 November 2022, the Company's issued share capital consisted of 354,671,355 ordinary shares of 37.5p. The Company does not hold any ordinary shares in the capital of the Company in treasury, and therefore, the total voting rights in the Company as at the voting record time were 354,671,355.
Shareholders are entitled to one vote per share. Votes withheld are not a vote in law and are therefore not counted in the calculation of the percentages of the votes cast for and against a resolution. 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.
Resolutions 1 to 16 and 21 were passed as ordinary resolutions and resolutions 17 to 20 (inclusive) were passed as special resolutions.
In accordance with Listing Rule 9.6.2 copies of the resolutions (other than those resolutions comprising ordinary business) approved by shareholders will be uploaded to the National Storage Mechanism and will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
A copy of the voting results shown above will also be made available on the Company's website at www.smiths.com/investors/general-meetings.
DIRECTORATE CHANGE
As previously communicated Tanya Fratto did not seek re-election as a director at the AGM and as a result retired as a director of the Company at the conclusion of the AGM.
Sir George Buckley, Chairman, commented:
"On behalf of the Board, Management and our Shareholders, I would like to thank Tanya for her significant contribution and commitment to Smiths during her time on the Board".
There is no further information required to be disclosed pursuant to LR 9.6.13.
Enquiries
Jemma Spalton, Group Director of Communications and Investor Relations
+44 (0)20 7004 1600
Jemma.spalton@smiths.com
Matthew Whyte, Company Secretary
+44 (0)20 7004 1600
Matthew.whyte@smiths.com
Smiths Group plc's LEI number is: 213800MJL6IPZS3ASA11
About Smiths Group
For over 170 years, Smiths Group has been pioneering progress by improving the world through smarter engineering. We serve millions of people every year, to help create a safer, more efficient and better-connected world, across four major global markets: Energy, General Industry, Security & Defence, and Aerospace. Listed on the London Stock Exchange, Smiths employs c.14,600 colleagues in over 50 countries. For more information visit www.smiths.com.