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9 Apr 2020 14:36
9 April 2020
Smith & Nephew plc (the "Company")
In accordance with the arrangements announced on 6 April 2020, the Company held its Annual General Meeting ("AGM") at 2:00pm today, Thursday 9 April 2020.
The meeting took place, reduced to the minimum necessary quorum of two shareholders, facilitated by the Company. All valid proxy votes (whether submitted electronically or in hard copy form) were included in the poll taken at the meeting. The final results of which, for each resolution put to the meeting, were as follows:
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 | 685,141,328 | 99.98 | 128,444 | 0.02 | 685,269,772 | 78.3 | 7,674,991 |
2. To approve the Directors' Remuneration Policy | 676,749,445 | 97.71 | 15,843,720 | 2.29 | 692,593,165 | 79.18 | 352,762 |
3. To approve the Directors' Remuneration Report (excluding Policy) | 681,744,061 | 98.43 | 10,850,266 | 1.57 | 692,594,327 | 79.18 | 351,642 |
4. To declare a final dividend | 691,924,436 | 99.88 | 798,153 | 0.12 | 692,722,589 | 79.19 | 222,617 |
5. To re-elect Graham Baker | Resolution not put to the meeting. | ||||||
6. To re-elect Vinita Bali | 591,473,788 | 94.09 | 37,131,758 | 5.91 | 628,605,546 | 71.86 | 64,323,577 |
7. To re-elect The Rt. Hon Baroness Virginia Bottomley of Nettlestone DL | 690,708,099 | 99.72 | 1,917,540 | 0.28 | 692,625,639 | 79.18 | 301,887 |
8. To re-elect Roland Diggelmann | 688,112,446 | 99.87 | 898,148 | 0.13 | 689,010,594 | 78.77 | 3,802,261 |
9. To re-elect Erik Engstrom | 689,606,693 | 99.57 | 2,961,912 | 0.43 | 692,568,605 | 79.18 | 280,058 |
10. To re-elect Robin Freestone | 678,289,890 | 97.94 | 14,292,677 | 2.06 | 692,582,567 | 79.18 | 266,075 |
11. To re-elect Marc Owen | 688,512,909 | 99.92 | 584,553 | 0.08 | 689,097,462 | 78.78 | 3,751,180 |
12. To re-elect Angie Risley | 691,320,408 | 99.82 | 1,256,664 | 0.18 | 692,577,072 | 79.18 | 271,192 |
13. To re-elect Roberto Quarta | 683,809,628 | 98.74 | 8,747,846 | 1.26 | 692,557,474 | 79.18 | 290,937 |
14. To re-appoint the Auditor | 689,101,456 | 99.99 | 101,758 | 0.01 | 689,203,214 | 78.79 | 3,741,192 |
15. To authorise the Directors to determine the remuneration of the Auditor | 692,625,608 | 99.99 | 81,717 | 0.01 | 692,707,325 | 79.19 | 235,374 |
16. To approve the Smith & Nephew Global Share Plan 2020 | 685,778,151 | 99.01 | 6,872,916 | 0.99 | 692,651,067 | 79.19 | 256,333 |
17. To renew the Directors' authority to allot shares | 660,816,988 | 95.39 | 31,905,973 | 4.61 | 692,722,961 | 79.20 | 208,851 |
Special resolutions
| |||||||
18. To renew the Directors' authority for the disapplication of the pre-emption rights | 682,047,234 | 98.46 | 10,643,771 | 1.54 | 692,691,005 | 79.19 | 254,025 |
19. To renew the Directors' authority for the disapplication of the pre-emption rights for the purposes of acquisitions or other capital investments | 677,240,484 | 97.77 | 15,466,978 | 2.23 | 692,707,462 | 79.19 | 236,741 |
20. To renew the Directors' limited authority to make market purchases of the Company's own shares | 683,625,602 | 98.70 | 8,978,801 | 1.30 | 692,604,403 | 79.18 | 327,113 |
21. To authorise general meetings to be held on 14 clear days' notice | 646,811,375 | 93.80 | 42,770,533 | 6.20 | 689,581,908 | 78.84 | 3,366,278 |
The number of ordinary shares in issue on 7 April 2020 at 6pm (excluding shares held in Treasury) was 874,705,003. 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.
A copy of the Resolutions passed as Special Business at the Annual General Meeting is being 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
In accordance with LR 9.6.11 R and in deviation to the effective date stated in the announcement made on 5 March 2020, resolution 5 was not put to the Meeting and Graham Baker did not stand for re-election as a Director. Graham therefore stood down from the Board with effect from the conclusion of the AGM but will remain an employee of the Company until 30 April 2020.
In accordance with section 430(2B) of the Companies Act 2006, the Company re-confirms that Graham Baker will be paid in accordance with the Company's Remuneration Policy and the terms of his service agreement. He will continue to receive his salary, benefits and pension contributions in the normal way up to 30 April 2020 and all unvested awards under the Performance Share Programme and the Equity Incentive Programme will lapse on his leaving the Company. No other remuneration payment or payment for loss of office will be made in connection with his departure.
As announced on 5 March 2020, Smith & Nephew plc confirms that at the conclusion of today's AGM, Rick Medlock joined the Board and Audit Committee.
Susan Swabey
Company Secretary
Smith & Nephew plc
Tel: +44 (0)1923 477317
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