Last checked at 26 Feb 2013 10:02
26 February 2013
Treatt Plc (the "Company")
RESULTS OF AGM, CHANGES TO THE BOARD OF DIRECTORS AND ANNOUNCEMENT OF AN EXTRAORDINARY GENERAL MEETING
The AGM of Treatt plc was held on Monday 25th February 2013 at the Registered Office at 10.30am.
All resolutions were put to the meeting on a poll, the full results of which are given below:
Resolution | Votes For | % For | Votes Against | % Against | Total Votes Cast | % of Voting Rights Voted | Votes Withheld |
1. Receive Accounts | 6,002,037 | 100% | 36 | 0.00% | 6,002,073 | 58.70% | 213 |
2. Approval of the Remuneration report | 3,383,128 | 75.32% | 1,108,284 | 24.68% | 4,491,412 | 43.93% | 1,510,874 |
3. Final Dividend | 6,002,286 | 100% | 0 | 0.00% | 6,002,286 | 58.70% | 0 |
4. Re-election of Daemmon Reeve as a director | 5,998,267 | 99.95% | 2,750 | 0.05% | 6,001,017 | 58.69% | 1,269 |
5. Re-election of Tim Jones as a director | 2,983,465 | 49.97% | 2,986,998 | 50.03% | 5,970,463 | 58.39% | 31,823 |
6. Re-election of Ian Neil as a director | 5,987,510 | 99.85% | 8,907 | 0.15% | 5,996,417 | 58.65% | 5,869 |
7. Re-appointment of Auditors | 6,000,821 | 99.99% | 525 | 0.01% | 6,001,346 | 58.69% | 940 |
8. Auditors Remuneration | 6,001,229 | 100% | 36 | 0.00% | 6,001,265 | 58.69% | 1,021 |
9. Authority to allot shares | 2,797,573 | 47.11% | 3,140,431 | 52.89% | 5,938,004 | 58.07% | 64,282 |
10. Disapplication of Pre-emption rights | 2,817,317 | 47.45% | 3,120,687 | 52.55% | 5,938,004 | 58.07% | 64,282 |
11. Authority to purchase own shares | 2,831,083 | 47.23% | 3,163,521 | 52.77 | 5,994,604 | 58.63% | 7,682 |
NB: "For" votes include those giving the Chairman discretion
Percentages of votes excludes votes Withheld
The total number of voting rights at the date of the AGM was 10,224,726.
Resolutions 5, 9, 10 and 11 were not passed.
The full text of all the resolutions can be found in the Notice of AGM on pages 58-63 of the Annual Report, which was submitted to the National Storage Mechanism and is available for inspection at www.Hemscott.com/nsm.do and on the Company's website www.treatt.com.
Change of Directors
In accordance with the announcement issued on 18 January 2013, it is confirmed that Peter Thorburn retired at the conclusion of the AGM and that Jeff Iliffe was appointed as a Non-executive Director.
Speaking at the AGM, Tim Jones, Chairman, expressed his thanks to Peter Thorburn, on behalf of the Board, for his contribution and commitment to the Group during the past eleven years.
In accordance with the announcement issued on 7 December 2012, it is confirmed that Ian Neil is appointed as Senior Independent Director with effect from the conclusion of the AGM.
The resolution to re-appoint Tim Jones was not passed. The votes for and against this resolution are set out above. Of the shares voted against the re-appointment of Tim Jones, 2,972,991 shares are owned by Hugo Bovill (the ex-chief executive of the Company), his brother Giles Bovill, their family trusts and certain members of their families (the Bovill Family).
Extraordinary General Meeting
The total number of shares voted in relation to each resolution are set out above. As can be seen, there was a very small margin of 3,533 votes (0.03%) by which the resolution to re-appoint Tim Jones failed to achieve a majority. It can also be seen that 41.61% of shareholders did not vote.
The Board believes that many shareholders may have believed that, as is normal, all the AGM resolutions would be approved and there was no particular importance as to whether they did or did not vote. Accordingly a number of shareholders who did not vote either in person or by proxy may have wished to vote had they been aware of the significance of the resolution to the composition of the Board.
After careful consideration and taking into account that a very large number of shareholders did not vote on the AGM resolutions, the Board (other than Tim Jones who was not present during the discussion), using the powers under the Company's Articles of Association, has unanimously re-appointed Tim Jones as a Non-executive director and Chairman and will, in the near future, send out a notice of an EGM of the Company at which it will propose a resolution to approve the appointment. The EGM will provide those shareholders who may not have appreciated the importance of the vote at the AGM on this occasion, the opportunity to vote on this resolution.
The Company will send a circular to shareholders in the near future setting out in more detail why the re-appointment of Tim Jones should be approved and a formal notice convening an EGM.
Commenting on the results of the AGM Daemmon Reeve, Chief Executive Officer of Treatt, stated :
"The Board unanimously voted to re-elect Tim so that he can continue to support and encourage the Company's growth strategy. We hope that shareholders will support his re-election as Chairman"
For further information please contact:
Treatt plc
Daemmon Reeve
Chief Executive Officer
Richard Hope
Group Finance Director
01284 702500
END