19 Jun 2020 11:30
Costain Group PLC
(the "Company")
Results of 2020 AGM
At the Company's Annual General Meeting held on 19 June 2020 (the "AGM"), the resolutions set out in the Notice of Meeting, circulated to shareholders on 18 May 2020, were passed by the requisite majorities. The meeting was convened with the minimum necessary quorum of two shareholders. Resolutions 1 to 13 were passed as ordinary resolutions and Resolutions 14 to 17 were passed as special resolutions.
As at 6.30pm on 17 May 2020, the number of issued shares in the Company was 274,949,741 ordinary shares, which was the total number of shares entitling the holders to attend and vote for or against all the resolutions at the AGM. In accordance with the Company's Articles of Association, the resolutions were put to the meeting on a poll in which every member present in person or by proxy had one vote for every share held.
The poll results, on which Equiniti, the Company's registrar, acted as scrutineer, are as follows:
RESOLUTION
| NUMBER OF VOTES FOR | % of Votes Cast | NUMBER OF VOTES AGAINST | % of Votes Cast | TOTAL VOTES CAST | % of Voting Capital | NUMBER OF VOTES WITHHELD |
Resolution 1 Receive the 2019 Annual Report and Accounts
| 191,083,758 | 99.96 | 74,456 | 0.04 | 191,158,214 | 69.52% | 12,334 |
Resolution 2 Approve the Directors' Remuneration Report (other than the policy in Resolution 3 below)
| 190,776,383 | 99.82 | 336,109 | 0.18 | 191,112,492 | 69.51% | 58,057 |
Resolution 3 Approve the Directors' Remuneration Policy
| 172,127,866 | 90.09 | 18,941,374 | 9.91 | 191,069,240 | 69.49% | 101,308 |
Resolution 4 Re-elect Dr Paul Golby
| 189,003,823 | 98.88 | 2,144,242 | 1.12 | 191,148,065 | 69.52% | 22,483 |
Resolution 5 Elect Mr Alex Vaughan
| 191,048,699 | 99.95 | 86,050 | 0.05 | 191,134,749 | 69.52% | 35,800 |
Resolution 6 Re-elect Mr Anthony Bickerstaff
| 190,990,155 | 99.93 | 133,615 | 0.07 | 191,123,770 | 69.51% | 46,778 |
Resolution 7 Re-elect Ms Jane Lodge
| 188,835,812 | 98.80 | 2,292,860 | 1.20 | 191,128,672 | 69.51% | 41,876 |
Resolution 8 Re-elect Ms Alison Wood
| 191,014,233 | 99.94 | 114,083 | 0.06 | 191,128,316 | 69.51% | 42,233 |
Resolution 9 Re-elect Ms Jacqueline de Rojas
| 190,925,703 | 99.89 | 203,298 | 0.11 | 191,129,001 | 69.51% | 41,548 |
Resolution 10 Re-appoint PwC as auditor
| 190,898,785 | 99.92 | 152,518 | 0.08 | 191,051,303 | 69.49% | 119,246 |
RESOLUTION
| NUMBER OF VOTES FOR | % of Votes Cast | NUMBER OF VOTES AGAINST | % of Votes Cast | TOTAL VOTES CAST | % of Voting Capital | NUMBER OF VOTES WITHHELD |
Resolution 11 Authorise the auditor's remuneration
| 191,046,561 | 99.96 | 76,378 | 0.04 | 191,122,939 | 69.51% | 47,610 |
Resolution 12 Authorise political donations
| 185,175,132 | 96.89 | 5,946,719 | 3.11 | 191,121,851 | 69.51% | 48,698 |
Resolution 13 Authorise the allotment of shares
| 190,751,325 | 99.79 | 394,535 | 0.21 | 191,145,860 | 69.52% | 24,689 |
Resolution 14 Approve the disapplication of pre-emption rights (general)
| 190,813,201 | 99.85 | 295,591 | 0.15 | 191,108,792 | 69.51% | 61,757 |
Resolution 15 Approve the disapplication of pre-emption rights (acquisition or capital investment)
| 190,812,448 | 99.84 | 314,812 | 0.16 | 191,127,260 | 69.51% | 43,288 |
Resolution 16 Authorise the purchase of own shares
| 188,813,535 | 98.78 | 2,339,648 | 1.22 | 191,153,183 | 69.52% | 17,365 |
Resolution 17 Approve the holding of General Meetings (not AGMs) on 14 clear days' notice
| 190,898,307 | 99.86 | 265,328 | 0.14 | 191,163,635 | 69.53% | 6,914 |
Notes:
1. There were no restrictions on shareholders to cast votes on any of the resolutions proposed at the AGM.
2. Percentages are expressed as a proportion of the total votes cast (which does not include votes withheld).
3. A vote withheld is not a vote in law and is not included in the calculation of the votes 'For' or 'Against' the resolutions, nor the total votes cast.
4. Any proxy appointments which gave discretion to the Chairman have been included in the 'For' totals.
In accordance with Listing Rule 9.6.2R, copies of all resolutions passed at the AGM today, other than those concerning ordinary business, will be submitted to the National Storage Mechanism, where they will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism. In addition, copies of these resolutions will also be filed with Companies House.
The results of the 2020 AGM will be available to view on the Company's website at www.costain.com.
19 June 2020
Enquiries: | |
Costain Group PLC | Tel: 01628 842 444 |
Tracey Wood, Company Secretary | |
MHP CommunicationsTim Rowntree, Peter Hewer | Tel: 020 3128 8100 costain@mhpc.com |
Costain (COST)