Result of AGM

RNS Number : 9241F

Brooks Macdonald Group PLC

31 October 2018

 

BROOKS MACDONALD GROUP PLC

(the "Company")

Result of Annual General Meeting ('AGM')

The Company's 2018 AGM was held today at 72 Welbeck Street, London.  All resolutions proposed at the meeting were passed on a poll.  The table below shows the total votes validly cast, being those votes for or against each resolution.  Total votes cast, including votes withheld, were over 10,672,202 Ordinary Shares, representing 77% of the Ordinary Shares in issue on 29 October 2018.

		For (see note 1)		Against (see note 1)		Votes withheld (see note 2)
		Votes	%	Votes	%	Votes
1	Receipt of the Report and Accounts	10,672,202	100	0	0	0
2	Declaration of a final dividend	10,672,202	100	0	0	0
3	Approval of the report of the Remuneration Committee	10,421,107	97.65	250,735	2.35	360
4	Approval of the new Long Term Incentive Plan	6,261,460	58.67	4,410,713	41.33	29
5	Re-election of Christopher Knight as a Director of the Company	10,672,196	99.99	6	0.01	0
6	Re-election of Caroline Connellan as a Director of the Company	10,672,196	100	0	0	6
7	Re-election of Andrew Shepherd as a Director of the Company	10,672,202	100	0	0	0
8	Election of Ben Thorpe as a Director of the Company	10,672,202	100	0	0	0
9	Re-election of Nicholas Holmes as a Director of the Company	10,672,202	100	0	0	0
10	Re-election of Colin Harris as a Director of the Company	10,672,202	100	0	0	0
11	Re-election of Richard Price as a Director of the Company	10,672,196	99.99	6	0.01	0
12	Re-election of Diane Seymour-Williams as a Director of the Company	10,672,202	100	0	0	0
13	Election of David Stewart as a Director of the Company	10,672,196	99.99	6	0.01	0
14	Election of John Linwood as a Director of the Company	10,672,196	99.99	6	0.01	0
15	Reappointment and remuneration of the Auditor	10,672,167	99.99	6	0.01	29
16	Electronic communications	10,671,813	99.99	360	0.01	29
17	Political donation	9,029,841	98.92	98,356	1.08	1,544,005
18	Authority to allot new shares	10,672,173	100	0	0	29
19	Authority to disapply pre-emption rights	10,357,582	97.06	314,231	2.94	389
20	Additional authority to disapply pre-emption rights	10,357,582	97.06	314,231	2.94	389
21	Authority to purchase own share	9,128,551	99.99	6	0.01	1,543,645
22	Notice period for general meetings other than AGM	10,672,196	99.99	6	0.01	0

Notes

1.     Votes "For" and "Against" are expressed as a percentage of votes received. Any proxy appointments which gave the Chairman discretion have been included in the "for" total.

2.     A "Vote Withheld" is not a vote in law and is not counted in the calculation of the proportion of votes "For" or "Against" a resolution.

3.     Resolutions 1 to 18 were ordinary resolutions and resolutions 19 to 22 were special resolutions.

4.     The number of ordinary shares in issue at 30 October 2018 was 13,908,220.

The Board is pleased that all resolutions have been passed but acknowledges that Resolution 4, relating to the introduction of a new Long Term Incentive Plan, received a significant number of votes against.

Based on the AGM vote and the Board's prior engagement with shareholders, it is clear that most shareholders are supportive of the new plan but some were concerned about the implications for dilution.  The new plan will keep dilution within the 15% limit approved by shareholders in 2010.  A large part of existing dilution, approximately 5%, relates to the Company's employee Save As You Earn scheme, which has a high level of participation.  Dilution relating to discretionary awards is explicitly capped at 10% over 10 years by the rules governing discretionary share awards.  Nevertheless, the Board recognises the concerns raised and will continue to engage with shareholders and reflect on the feedback received.

Enquiries to:

Brooks Macdonald Group plc Caroline Connellan, Chief Executive Ben Thorpe, Finance Director	www.brooksmacdonald.com 020 7499 6424
Peel Hunt LLP (Nominated Adviser and Broker) Guy Wiehahn / Adrian Haxby	020 7418 8900
MHP Communications Reg Hoare / Simon Hockridge / Charlie Barker	020 3128 8540

Notes to editors

Brooks Macdonald Group plc, through its various subsidiaries, provides leading investment management services in the UK and internationally. The Group, which was founded in 1991 and began trading on AIM in 2005, had discretionary funds under management (FUM) of £12.8bn as at 30 September 2018.

Brooks Macdonald offers a range of investment management services to private high net worth individuals, pension funds, institutions, charities and trusts. The Group also provides financial planning as well as offshore investment management and acts as fund manager to regulated OEICs providing specialist funds in the property and structured return sectors.

The Group has thirteen offices across the UK and the Channel Islands including London, East Anglia, Hampshire, Leamington Spa, Manchester, Taunton, Tunbridge Wells, York, Scotland, Wales, Jersey, and Guernsey.

LEI: 213800WRDF8LB8MIEX37

 

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