26 Sep 2018 16:25
26 September 2018
PZ Cussons Plc ("the Company)
AGM Statement
At the Annual General Meeting of the Company held today at Manchester Business Park, 3500 Aviator Way, Manchester, M22 5TG all resolutions were passed on a poll. The polling result for each resolution is set out below:
|
| VOTESFOR | % | VOTESAGAINST | % | VOTESTOTAL | % of ISC VOTED | VOTESWITHHELD |
| 01 | 333,254,891 | 99.96 | 141,721 | 0.04 | 333,396,612 | 77.76% | 491,279 |
| 02 | 329,591,160 | 98.74 | 4,214,455 | 1.26 | 333,805,615 | 77.86% | 82,275 |
| 03 | 333,880,904 | 100.00 | 6,987 | 0.00 | 333,887,891 | 77.88% | 0 |
| 04 | 333,546,733 | 99.90 | 334,725 | 0.10 | 333,881,458 | 77.88% | 5,263 |
| 05 | 331,955,011 | 99.42 | 1,926,447 | 0.58 | 333,881,458 | 77.88% | 5,263 |
| 06 | 333,408,226 | 99.86 | 473,232 | 0.14 | 333,881,458 | 77.88% | 5,263 |
| 07 | 333,865,006 | 100.00 | 14,036 | 0.00 | 333,879,042 | 77.88% | 7,679 |
| 08 | 329,489,719 | 98.73 | 4,226,914 | 1.27 | 333,716,633 | 77.84% | 170,087 |
| 09 | 333,862,581 | 100.00 | 14,036 | 0.00 | 333,876,617 | 77.88% | 10,104 |
| 10 | 333,539,920 | 99.90 | 341,138 | 0.10 | 333,881,058 | 77.88% | 5,663 |
| 11 | 333,512,221 | 99.89 | 364,893 | 0.11 | 333,877,114 | 77.88% | 9,607 |
| 12 | 333,800,059 | 99.99 | 46,041 | 0.01 | 333,846,100 | 77.87% | 41,790 |
| 13 | 333,861,154 | 100.00 | 11,219 | 0.00 | 333,872,373 | 77.88% | 11,868 |
| 14 | 319,926,205 | 95.83 | 13,933,450 | 4.17 | 333,859,655 | 77.87% | 28,236 |
| 15* | 319,916,607 | 95.82 | 13,943,100 | 4.18 | 333,859,707 | 77.87% | 28,184 |
| 16* | 329,845,212 | 98.80 | 4,004,021 | 1.20 | 333,849,233 | 77.87% | 38,657 |
| 17* | 329,046,612 | 98.55 | 4,837,329 | 1.45 | 333,883,941 | 77.88% | 3,950 |
| 18* | 333,638,283 | 100.00 | 12,850 | 0.00 | 333,651,133 | 77.82% | 236,758 |
*Special Resolution
VOTES OF INDEPENDENT SHAREHOLDERS ON THE RESOLUTIONS CONCERNING THE
RE-ELECTION AND ELECTION OF THE INDEPENDENT NON-EXECUTIVE DIRECTORS
| Resolution | VOTESFOR | % | VOTESAGAINST | % | VOTESTOTAL | % of ISC VOTED | VOTESWITHHELD |
| 06 | 155,510,751 | 99.70 | 473,232 | 0.30 | 155,983,983 | 76.48% | 5,263 |
| 07 | 155,967,531 | 99.99 | 14,036 | 0.01 | 155,981,567 | 76.48% | 7,679 |
| 08 | 153,694,758 | 98.62 | 2,148,794 | 1.38 | 155,843,552 | 76.41% | 145,694 |
| 09 | 155,965,106 | 99.99 | 14,036 | 0.01 | 155,979,142 | 76.48% | 10,104 |
| 10 | 155,642,445 | 99.78 | 341,138 | 0.22 | 155,983,583 | 76.48% | 5,663 |
| 11 | 155,614,746 | 99.77 | 364,893 | 0.23 | 155,979,639 | 76.48% | 9,607 |
Notes:
(a) The votes "for" include those votes giving the Chairman discretion.
(b) A "vote withheld" is not counted towards the votes cast "for" or "against" a resolution.
(c) The total number of shares in issue on 26 September 2018 was 428,724,960.
Dividend Rectification
The Company also confirms its entry into certain arrangements which constitute smaller related party transactions within the scope of paragraph 11.1.10 of the Listing Rules.
In the notes to the Company's trading update issued on 14 June 2018 the Board referred to the identification of irregularities concerning the payment of certain historic interim dividends to Shareholders. Full details of those irregularities, their consequences and the actions proposed to rectify them were set out in the circular to shareholders dated 24 August 2018 giving notice of the Annual General Meeting.
Following the approval by shareholders at the Annual General Meeting of a resolution to approve the proposed rectification steps, the Company today entered into a Deed of Release effectively to waive any and all claims which the Company may have against current or former Shareholders who received the relevant historic dividends, and claims which the Company may have against relevant directors and former directors, in each case in respect of those elements of the relevant interim dividends which were, by reason of such irregularities, technically unlawful.
Entry into the Deed of Release constitutes smaller related party transactions of the Company within the meaning of paragraph 11.1.10 of the Listing Rules, in respect of which:
1 the related parties who are shareholders of the Company are the Trustees of the Zochonis Charitable Trust and the Trustees of the Sir J B Zochonis Will Trust;
2. the related parties who are directors or former directors of the Company are C L Silver, G A Kanellis, B H Leigh, J K Maiden, H Owers, J R Nicolson, J Arnold, C Davis, N Edozien, R Harvey, S Heale, D Lewis, J Pantelireis and J Steel.
3. the value of the consideration attributable to each of those transactions is not more than £15,743,321.
- ENDS -
For further information contact:
PZ Cussons plc Tel: 0161 435 1236
Brandon Leigh - Chief Financial Officer
Instinctif Tel: 020 7457 2020
Tim Linacre / Guy Scarborough
Pz Cussons (PZC)