Result of AGM
MFI Furniture Group PLC
19 May 2005
19 May 2005
RESULT OF AGM
At the Annual General Meeting of MFI Furniture Group Plc held on 19 May 2005,
all resolutions put to shareholders were duly passed with the exception of
Resolution 10 to approve the directors' remuneration report. The final proxy
votes received in respect of each resolution put to the meeting are set out
below.
Resolution Votes for (including votes cast at the Votes
Number Chairman's discretion) against
1 310,315,066 970,336
2 311,906,997 101,379
3 319,564,778 756,462
4 301,244,363 5,867,215
5 304,096,794 3,014,579
6 309,174,192 2,873,330
7 310,740,843 1,305,748
8 316,244,426 4,076,499
9 315,595,664 4,723,330
11 309,553,850 10,770,741
12 311,871,665 8,424,605
13 320,250,130 88,889
Voting on Resolution 10 was conducted by poll and the result is set out below.
In view of the number of proxy votes cast against Resolution 10, the Chairman
made the following comments:
'I would like to take this opportunity to give you some more information about
two issues. First, the Executive Co-Investment Plan introduced in 2002; here the
Remuneration Committee exercised its discretion in line with the rules of the
plan, as approved by shareholders, to extend the plan for a fourth year. Second,
certain directors are entitled to 18 months base salary as liquidated damages on
termination of their employment following a change of control of MFI.
'Let me deal first with the co-investment plan. We extended the plan for another
year to incentivise management to achieve the stretching targets, which would
benefit all shareholders, and which was part of the original plan. I would like
to make it clear that there was no rebasing or reduction of targets. RREV had
originally objected to this extension, but once we made a fuller explanation
RREV understood the reasons for a further extension and indeed have now stated
that they 'no longer view it as a major issue'. Clearly we should have put a
fuller explanation in the Remuneration Report. Our Remuneration Committee
chairman, Lesley Knox, and I will be contacting our major shareholders to
discuss this.
'In relation to the liquidated damages on change of control clause, The
Remuneration Committee has already amended the policy for new directors, such as
our new Finance Director, and was going to be reviewing the policy for existing
Directors later this year. In the light of the concerns expressed it will be
bringing forward this review.
'The Remuneration Committee is concerned to ensure that all remuneration
arrangements are fully understood and supported by shareholders, and therefore
welcomes the forthcoming discussions with shareholders.'
The result of the poll on Resolution 10 is set out below:
Resolution 10 - To approve the directors' remuneration report and policy
Votes for (including votes cast at the Chairman's discretion) 113,269,075
Votes against 173,237,424
Enquiries:
Susan Gilchrist, Fiona Laffan Brunswick 020 7404 5959
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