Last checked at 14 Apr 2021 18:04
14 April 2021
Smith & Nephew plc (the "Company")
The Company announces the results of the voting by poll on the resolutions put to its Annual General Meeting ("AGM") held at 4:00pm today, Wednesday 14 April 2021.
Resolution |
For/Discretion (Number of votes) |
Percentage For/Discretion (%) |
Against (Number of votes) |
Percentage Against (%) |
Total votes validly cast | Percentage of relevant shares in issue (%) |
Withheld (Number of votes) |
Ordinary resolutions
| |||||||
1. To receive the audited accounts | 659,282,941 | 99.98 | 105,803 | 0.02 | 659,388,744 | 74.51% | 7,994,640 |
2. To approve the Directors' Remuneration Report (excluding Policy) | 662,280,244 | 99.46 | 3,589,474 | 0.54 | 665,869,718 | 75.24% | 1,512,622 |
3. To declare a final dividend | 666,356,771 | 99.88 | 814,069 | 0.12 | 667,170,840 | 75.39% | 213,341 |
4. To re-elect Roland Diggelmann | 666,011,104 | 99.84 | 1,049,789 | 0.16 | 667,060,893 | 75.38% | 288,195 |
5. To re-elect Erik Engstrom | 648,390,965 | 97.38 | 17,476,021 | 2.62 | 665,866,986 | 75.24% | 1,482,488 |
6. To re-elect Robin Freestone | 543,078,315 | 81.56 | 122,787,181 | 18.44 | 665,865,496 | 75.24% | 1,485,823 |
7. To elect John Ma | 661,505,732 | 99.35 | 4,296,827 | 0.65 | 665,802,559 | 75.23% | 1,541,163 |
8. To elect Katazyna Mazur-Hofsaess | 664,818,239 | 99.84 | 1,037,953 | 0.16 | 665,856,192 | 75.24% | 1,491,636 |
9. To elect Rick Medlock | 664,941,493 | 99.87 | 851,932 | 0.13 | 665,793,425 | 75.23% | 1,556,677 |
10. To elect Anne-Françoise Nesmes | 663,351,785 | 99.45 | 3,647,858 | 0.55 | 666,999,643 | 75.37% | 349,525 |
11. To re-elect Marc Owen | 584,183,175 | 88.26 | 77,678,271 | 11.74 | 661,861,446 | 74.79% | 5,488,244 |
12. To re-elect Roberto Quarta | 608,672,307 | 91.75 | 54,704,599 | 8.25 | 663,376,906 | 74.96% | 3,972,956 |
13. To re-elect Angie Risley | 662,970,334 | 99.56 | 2,899,896 | 0.44 | 665,870,230 | 75.24% | 1,479,630 |
14. To elect Bob White | 662,320,124 | 99.47 | 3,526,489 | 0.53 | 665,846,613 | 75.24% | 1,502,145 |
15. To re-appoint the Auditor | 663,042,079 | 99.39 | 4,066,467 | 0.61 | 667,108,546 | 75.38% | 246,604 |
16. To authorise the Directors to determine the remuneration of the Auditor | 667,027,812 | 99.98 | 105,794 | 0.02 | 667,133,606 | 75.39% | 223,929 |
17. To renew the Directors' authority to allot shares | 631,786,788 | 94.70 | 35,337,985 | 5.30 | 667,124,773 | 75.38% | 232,756 |
Special resolutions
| |||||||
18. To renew the Directors' authority for the disapplication of the pre-emption rights | 648,384,997 | 97.24 | 18,394,988 | 2.76 | 666,779,985 | 75.35% | 573,504 |
19. To renew the Directors' authority for the disapplication of the pre-emption rights for the purposes of acquisitions or other capital investments | 632,841,386 | 94.91 | 33,942,204 | 5.09 | 666,783,590 | 75.35% | 571,499 |
20. To renew the Directors' limited authority to make market purchases of the Company's own shares | 661,703,700 | 99.19 | 5,397,785 | 0.81 | 667,101,485 | 75.38% | 255,462 |
21. To authorise general meetings to be held on 14 clear days' notice | 617,598,251 | 92.58 | 49,522,715 | 7.42 | 667,120,966 | 75.38% | 235,175 |
22. To approve the new Articles of Association | 665,645,844 | 99.98 | 155,640 | 0.02 | 665,801,484 | 75.23% | 1,556,455 |
The number of ordinary shares in issue on 12 April 2020 at 6pm (excluding shares held in Treasury) was 878,973,851. Shareholders are entitled to one vote per share. A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes validly cast.
In accordance with Listing Rule 9.6.2, a copy of the resolutions, passed as Special Business, will be submitted to the UK Listing Authority and will shortly be available for inspection at the National Storage Mechanism document viewing facility at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism
The Rt. Hon Baroness Virginia Bottomley of Nettlestone DL did not stand for re-election as a Director and stood down from the Board with effect from the conclusion of the AGM. In accordance with section 430(2B) of the Companies Act 2006, the Company confirms that the Rt. Hon Baroness Virginia Bottomley of Nettlestone DL will receive payment of fees for service whilst a Director but no other remuneration payment or payment for loss of office will be made in connection with her departure.
Susan Swabey
Company Secretary
Smith & Nephew plc
Tel: +44 (0)1923 477317