25 Sep 2019 13:59
Carclo Plc ("the Company")
Results of Annual General Meeting
At the Annual General Meeting of the Company held on 25 September 2019, Resolutions 1 to 6 proposed in the Notice of Annual General Meeting dated 30 August 2019 were duly passed as ordinary resolutions by shareholders by means of a poll vote.
The Board notes that Resolutions 7 (Disapplication of pre-emption rights), 8 (Authority to purchase own shares) and 9 (Shorter notice for general meetings) did not receive the requisite majorities to be passed as special resolutions. The Board also notes that, although Resolutions 1 to 6 were passed by shareholders, there was a lower level of support for those resolutions.
The Board is naturally disappointed with the level of support for all resolutions which, following discussions with its principal shareholders, it understands is largely attributable to the business and share price performance over the past year. During the coming weeks, the Board will continue to engage with shareholders. An update on such engagement will be published in accordance with the recommendations of the UK Corporate Governance Code.
The results of the poll on each resolution are set out below.
Resolution | For (inc discretionary votes) | Against | Votes Withheld | ||||
Number of votes | % of votes cast | Number of votes | % of votes cast | Total votes cast (excluding votes withheld) | % of issued share capital voted (excluding votes withheld | ||
1.To elect Joe Oatley as a director | 21,576,250 | 73.14 | 7,924,913 | 26.86 | 29,501,163 | 40.18% | 1,788 |
2. To re-elect Mark Rollins as a director | 20,758,877 | 70.36 | 8,743,063 | 29.64 | 29,501,940 | 40.18% | 1,011 |
3. To re-elect Sarah Matthews-DeMers as a director | 21,511,654 | 72.94 | 7,978,636 | 27.06 | 29,490,290 | 40.17% | 12,661 |
4. To re-elect Peter Slabbert as a director | 21,536,494 | 73.03 | 7,953,796 | 26.97 | 29,490,290 | 40.17% | 12,661 |
5. To re-elect David Toohey as a director | 21,541,830 | 73.02 | 7,960,110 | 26.98 | 29,501,940 | 40.18% | 1,011 |
6. To authorise the directors to allot shares up to the specified limit | 21,404,600 | 72.55 | 8,098,351 | 27.45 | 29,502,951 | 40.18% | 0 |
7. Special resolution to empower the directors to issue shares for cash free from statutory pre-emption rights up to the specified limit | 20,117,974 | 71.16 | 8,151,506 | 28.84 | 28,269,480 | 38.50% | 1,233,471 |
8. Special resolution to authorise the Company to purchase its own shares up to the specified limit | 20,713,056 | 70.37 | 8,720,317 | 29.63 | 29,433,373 | 40.09% | 69,578 |
9. Special resolution to call general meetings (other than an AGM) on not less than 14 clear days' notice | 21,584,129 | 73.16 | 7,918,822 | 26.84 | 29,502,951 | 40.18% | 0 |
Notes:
a. The number of shares in issue and eligible to vote at the meeting was 73,419,193 ordinary shares. Each shareholder, present in person or by proxy, was entitled to one vote per share held;
b. A vote withheld is not a vote in law and is not counted in the calculation of votes for or against the resolutions.
Enquiries: |
Carclo plc 01924 268040 |
Mark Rollins - Executive Chairman Sarah Matthews-DeMers - Finance Director LEI: 21380078MEM399JPI956
FTI Consulting 020 3727 1340Nick Hasell / Susanne Yule |
Carclo (CAR)