Result of AGM

RNS Number : 7632W
Close Brothers Group PLC
16 November 2017
 

Close Brothers Group plc

 

Results of 2017 Annual General Meeting held on Thursday 16 November 2017.

 

All resolutions were passed by the requisite majority by a poll vote; resolutions 1 to 16 as ordinary resolutions and resolutions 17 to 21 as special resolutions.

 

The following votes were cast in respect of the AGM resolutions:

 

 

 

 

 

 

Ordinary Resolutions

Total Votes For

%       For

Total Votes Against

% Against

Total Votes Cast

% of Issued share capital

Votes Withheld

1.

To receive and adopt the 2017 Annual Report and Accounts and the Auditor's Report

119,207,016

99.93%

78,309

0.07%

119,285,325

78.60%

161,566

2.

To approve the Directors' Remuneration Report for the financial year ended 31 July 2017

115,902,091

99.23%

896,955

0.77%

116,799,046

76.96%

2,647,845

3.

To approve the Directors' Remuneration Policy contained in the Directors' Remuneration Report

115,948,606

97.08%

3,487,263

2.92%

119,435,869

78.70%

11,022

4.

To authorise the payment of a final dividend on the ordinary shares of 40p per share for the year ended 31 July 2017

119,446,371

100.00%

520

0.00%

119,446,891

78.70%

0

5.

To reappoint Mike Biggs as a director

115,739,711

96.90%

3,702,505

3.10%

119,442,216

78.70%

4,675

6.

To reappoint Preben Prebensen as a director

118,708,694

99.39%

733,522

0.61%

119,442,216

78.70%

4,675

7.

To reappoint Jonathan Howell as a director

118,609,348

99.30%

834,018

0.70%

119,443,366

78.70%

3,525

8.

To reappoint Elizabeth Lee as a director

118,696,664

99.38%

736,230

0.62%

119,432,894

78.69%

13,997

9.

To reappoint Oliver Corbett as a director

119,007,115

99.64%

434,801

0.36%

119,441,916

78.70%

4,975

10.

To reappoint Geoffrey Howe as a director

119,001,752

99.64%

428,812

0.36%

119,430,564

78.69%

16,327

11.

To reappoint Lesley Jones as a director

119,016,607

99.64%

426,459

0.36%

119,443,066

78.70%

3,825

12.

To reappoint Bridget Macaskill as a director

118,657,639

99.35%

775,575

0.65%

119,433,214

78.69%

13,677

13.

To appoint PricewaterhouseCoopers LLP as auditor

119,399,426

99.97%

37,602

0.03%

119,437,028

78.70%

9,863

14.

To authorise the directors to determine the remuneration of the auditor

119,413,001

99.97%

31,320

0.03%

119,444,321

78.70%

2,570

15.

If resolution 3 is passed, to approve the updated Close Brothers Omnibus Share Incentive Plan

116,008,935

97.13%

3,422,325

2.87%

119,431,260

78.69%

15,631

16.

To authorise the Board to allot shares and to grant rights to subscribe for or convert any security into shares (within prescribed limits)

114,459,624

95.83%

4,978,135

4.17%

119,437,759

78.70%

9,132


Special Resolutions








17.

That, if resolution 16 is passed, pre-emption rights are disapplied in relation to allotments of equity securities up to 5% of issued share capital

118,911,446

99.56%

525,763

0.44%

119,437,209

78.70%

9,682

18.

That, if resolution 16 is passed, pre-emption rights are disapplied in relation to allotments of equity securities up to a further 5% of issued share capital

101,927,202

85.34%

17,510,007

14.66%

119,437,209

78.70%

9,682

19.

That the Company be generally and unconditionally authorised to make market purchases of its own shares (within prescribed limits)

116,535,832

97.59%

2,883,047

2.41%

119,418,879

78.68%

162,916

20.

That a general meeting except an AGM may be called on not less than 14 clear days' notice

116,208,593

97.31%

3,215,420

2.69%

119,424,013

78.69%

22,878

21.

That, subject to Court approval, £307,762,365.31 standing to the credit of the share premium account be cancelled and credited to distributable profits

119,437,872

100.00%

1,728

0.00%

119,439,600

78.70%

7,291

 

NOTES:         

1.   'Total Votes For' include votes recorded as at the discretion of the appointed proxy.

2.   The 'vote withheld' option was provided to enable shareholders to refrain from voting on any particular resolution.  A vote withheld is not a vote in law and has not been counted in the calculation of the proportion of the vote 'For' and 'Against' a resolution.

3.   At the date of the AGM the issued share capital of the Company was 151,770,022 ordinary shares (excluding 290,268 treasury shares).

4.   The full text of the resolutions is detailed in the Notice of Meeting to be found on the Company website at

www.closebrothers.com/investor-relations/shareholder-information/annual-general-meeting


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