23 Feb 2016 15:23
23 February 2016
Thomas Cook Group plc
(the "Company")
Results of Annual General Meeting ("AGM")
At the Company's AGM held today at 10.30 am, all resolutions set out in the Notice of Meeting were voted on a poll and were passed by the requisite majorities. The poll results of each resolution are set out in the table below.
RESOLUTION | VOTESFOR | % | VOTESAGAINST | % | VOTESTOTAL | % of ISC VOTED | VOTESWITHHELD |
1. To receive the Annual Report & Accounts 2015 | 1,213,566,073 | 99.49 | 6,208,070 | 0.51 | 1,219,774,143 | 79.42% | 112,086 |
2. To approve the Directors' Remuneration Report | 896,374,083 | 74.69 | 303,755,512 | 25.31 | 1,200,129,595 | 78.14% | 19,767,504 |
3. To re-elect Dawn Airey | 1,068,347,754 | 99.86 | 1,453,559 | 0.14 | 1,069,801,313 | 69.66% | 150,084,916 |
4. To re-elect Annet Aris | 1,065,581,053 | 99.61 | 4,220,051 | 0.39 | 1,069,801,104 | 69.66% | 150,085,125 |
5. To re-elect Emre Berkin | 1,068,319,319 | 99.86 | 1,463,049 | 0.14 | 1,069,782,368 | 69.65% | 150,103,861 |
6. To re-elect Peter Fankhauser | 1,174,772,114 | 96.48 | 42,827,819 | 3.52 | 1,217,599,933 | 79.28% | 2,286,296 |
7. To re-elect Michael Healy | 1,217,145,382 | 99.88 | 1,501,209 | 0.12 | 1,218,646,591 | 79.35% | 1,239,638 |
8. To re-elect Frank Meysman | 1,210,174,541 | 99.21 | 9,656,577 | 0.79 | 1,219,831,118 | 79.42% | 55,111 |
9. To re-elect Warren Tucker | 1,066,737,383 | 99.72 | 3,046,650 | 0.28 | 1,069,784,033 | 69.65% | 150,102,196 |
10. To re-elect Martine Verluyten | 1,215,590,975 | 99.65 | 4,222,421 | 0.35 | 1,219,813,396 | 79.42% | 72,833 |
11. To re-appoint PwC as Auditor | 1,210,925,383 | 99.99 | 103,642 | 0.01 | 1,211,029,025 | 78.85% | 8,857,204 |
12. To give authority to determine the Auditor's remuneration | 1,219,660,617 | 99.99 | 125,514 | 0.01 | 1,219,786,131 | 79.42% | 100,098 |
13. To give authority to make political donations | 1,173,583,532 | 96.21 | 46,178,719 | 3.79 | 1,219,762,251 | 79.42% | 134,848 |
14. To give authority to allot shares | 1,149,753,866 | 94.26 | 70,017,480 | 5.74 | 1,219,771,346 | 79.42% | 125,753 |
15. To give authority to disapply pre-emption rights | 1,140,931,294 | 93.54 | 78,772,230 | 6.46 | 1,219,703,524 | 79.42% | 182,705 |
16. To give authority for a 14-day notice period for general meetings | 1,180,356,383 | 96.76 | 39,472,568 | 3.24 | 1,219,828,951 | 79.42% | 41,278 |
Notes:
1. A "vote withheld" is not a vote in law and is not counted in the calculation of the proportion of the votes "for" and "against" a resolution.
2. The number of €0.01 Ordinary shares in issue on 23 February 2016 was 1,535,851,316. Shareholders are entitled to one vote per share.
In accordance with Listing Rule 9.6.3R, a copy of the resolutions passed as Special Business at the AGM have been submitted to the National Storage Mechanism and will be available in due course for viewing at http://www.morningstar.co.uk/uk/NSM.
Directors' Remuneration Report resolution
We note that the resolution to approve the Directors' Remuneration Report was passed with a majority of 74.69%. However we recognise that there were a significant number of votes opposing the resolution. We have already engaged with certain shareholders to discuss their concerns, which relate to the timing of disclosure of EPS targets in respect of the long-term incentive plan and the level of disclosure around adjustments made for the purpose of calculating the FY15 bonus.
We acknowledge these concerns and plan to engage further with shareholders during 2016 on a number of matters as part of a planned review of our Remuneration Policy. These matters include the use of holding periods, timing of disclosure of targets, shareholding guidelines and clawback. Shareholders will be formally asked to approve the new policy at our 2017 AGM.
Enquiries:
Alice Marsden Group General Counsel and Company Secretary 020 7294 7007 | Jenny Davey Finsbury 020 7251 3801 |