Last checked at 7 Sep 2022 16:30
Wednesday, 7 September 2022
Trifast plc
(Trifast or Company)
Leading international specialists in the design, engineering, manufacture, and distribution
of high-quality industrial fastenings and Category 'C' components principally to major global assembly industries
RESULTS OF VOTING AT THE ANNUAL GENERAL MEETING (AGM)
Trifast plc ('the Company') announces that at today's AGM, all resolutions* put to the Meeting and contained in the Notice of Meeting (NOM) dated 3 August 2022, and previously circulated to Members on the register, were duly passed.
The result of the Poll is set out below:
RESOLUTIONS | VOTES FOR AND DISCRETION | % | VOTES AGAINST | % | VOTES TOTAL | % of ISC | VOTES WITHELD |
ORDINARY RESOLUTIONS: |
|
|
|
|
|
|
|
Resolution 1 To consider the Company's Annual Report and Financial Statements and the reports of the Directors and Auditors for the year ended 31 March 2022.
|
99,395,331 |
100% |
3,600 |
0% |
99,398,931 |
73.03% |
1,935 |
Resolution 2 To receive and approve the Directors' Remuneration Report contained in the Annual Report.
|
67,166,808 |
67.58% |
32,224,505 |
32.42% |
99,391,313 |
73.03% |
9,553 |
Resolution 3 To declare a final dividend.
|
99,400,866 |
100% |
0 |
0 |
99,400,866 |
73.03% |
0 |
Resolution 4 To re-elect Jonathan Shearman as a Director.
|
88,837,039 |
90.29% |
9,558,555 |
9.71% |
98,395,594 |
72.29% |
1,005,272 |
Resolution 5 To re-elect Mark Belton as a Director. |
99,358,994 |
99.96% |
3,600 |
0.04% |
99,395,594 |
73.03% |
5,272 |
Resolution 7 To re-elect Clive Watson as a Director. |
98,490,766 |
99.09% |
904,828 |
0.91% |
99,395,594 |
73.03% |
5,272 |
Resolution 8 To re-elect Scott Mac Meekin as a Director.
|
98,458,397 |
99.06% |
937,197 |
0.94% |
99,395,594 |
73.03% |
5,272 |
Resolution 9 To re-elect Claire Balmforth as a Director. |
96,229,651 |
96.81% |
3,167,878 |
3.19% |
99,397,529 |
73.03% |
3,337 |
Resolution 10 To appoint BDO LLP as auditor of the Company to hold office until the conclusion of the next general meeting. |
99,371,250 |
99.98% |
15,141 |
0.02% |
99,386,391 |
73.02% |
14,475 |
Resolution 11 To authorise the Directors to fix the remuneration of the auditor.
|
99,381,496 |
99.99% |
12,011 |
0.01% |
99,393,507 |
73.03% |
7,359 |
Resolution 12 To allow the Directors authority to allot shares. |
84,210,882 |
84.75% |
15,155,049 |
15.25% |
99,365,931 |
73.01% |
34,935 |
SPECIAL RESOLUTIONS: | |||||||
Resolution 13 To allow the Directors authority for disapplication of pre-emption rights.
|
84,135,467 |
84.65% |
15,255,053 |
15.35% |
99,390,520 |
73.02% |
10,346 |
Resolution 14 To allow the Directors authority for disapplication of pre-emption rights for an acquisition or capital investment. |
84,170,023 |
84.68% |
15,228,908 |
15.32% |
99,398,931 |
73.03% |
1,935 |
Resolution 15 To authorise the Company to make market purchases of its own shares. |
99,341,155 |
99.95% |
51,300 |
0.05% |
99,392,455 |
73.03% |
8,411 |
Resolution 16 That a general meeting other than an Annual General Meeting may be called on not less than 14 clear days' notice.
|
82,870,692 |
99.73% |
222,174 |
0.27% |
83,092,866 |
61.05% |
16,308,000 |
Voting
*Following the Company's announcement on 31 August 2022 regarding the Directorate change, Resolution 6 withdrawn and therefore did not require a vote by Members.
The Company also acknowledges that a sizable proportion of the votes were cast against Resolution 2. The Board takes seriously its responsibilities to maintain a healthy dialogue with shareholders. We have already engaged with several of them to listen and better understand their views and concerns on policy.
Dividend
Following approval by shareholders, a final dividend of 1.40p per ordinary share will be paid on 14 September 2022 to Members on the register at the close of business on 16 September 2022. Together with the interim dividend of 0.70p (paid on 14 April 2022), this brings the total for the year to 2.10p per share, an increase of 31.3% on the prior year (FY2021: 1.60p). The ex-dividend date is 15 September 2022.
Enquiries to
Christopher Morgan, Company Secretary
Trifast plc
Office: 44 (0) 1825 747630
Email: Companysecretariat@trifast.com
Notes:
The AGM was compliant with legal requirements for the AGM in accordance with the Company's Articles of Association.
The 'for' vote includes those giving discretion to the Chairman. A vote withheld is not a vote in law and is not counted in the calculation of the votes for or against a resolution.
As detailed in the NOM, Shareholders were able to submit any questions regarding the business prior to the Meeting via the Company Secretariat Office. No questions relating to the Resolutions were submitted ahead of the AGM by shareholders. Questions were put to the Board from the room and via the viewing platform Investor Meet Company (IMC). These are contained within the recording of the event which will be uploaded to the Company website in due course.
At 7 September 2022 there were 136,104,935 Trifast plc ordinary shares of 5p each in issue (ISC). Ordinary shareholders are entitled to one vote per share held.
The Annual Report together with ancillary documents are available to view and download on the Company's website at Trifast plc | Our reports
The 2022 Annual Report and Financial Statements for the period ended 31 March 2022, together with the Notice of AGM, were also, in accordance with Listing Rule 9.6.1, submitted on to the FCA document viewing facility at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
In accordance with Listing Rule 9.6.2R, a copy of the resolutions passed as Special Business at the AGM will also be submitted to the FCA document viewing facility at https://data.fca.org.uk/#/nsm/nationalstoragemechanism. This information will also be found on the Company's website at Trifast plc | Shareholder meetings