Result of AGM

RNS Number : 5057I

Johnson Matthey PLC

25 July 2012

Annual General Meeting held on Wednesday 25 July 2012

Poll Results

and

Share Capital Changes following Share Consolidation

Johnson Matthey Plc (the "Company") announces that at today's Annual General Meeting all resolutions were passed on a poll. The result of the poll is set out below:

RESOLUTION	For	For (%)*	Against	Against (%)*	Votes Total	% of Issued Share Capital	Votes Withheld**
1. To receive the Company's accounts for the year ended 31 March 2012	153,465,348	99.73%	413,266	0.27%	153,878,614	71.68%	130,320
2. To receive and approve the Directors' Remuneration Report	149,479,470	98.93%	1,614,509	1.07%	151,093,979	70.38%	2,912,416
3. To declare a final dividend of 40 pence per share on the ordinary shares	153,802,926	99.95%	73,685	0.05%	153,876,611	71.68%	131,611
4. To re-elect Mr TEP Stevenson as a director of the Company	146,594,088	95.28%	7,261,457	4.72%	153,855,545	71.67%	153,389
5. To re-elect Mr NAP Carson as a director of the Company	147,538,766	95.90%	6,314,004	4.10%	153,852,770	71.67%	156,164
6. To re-elect Mr AM Ferguson as a director of the Company	148,170,272	96.30%	5,685,290	3.70%	153,855,562	71.67%	153,372
7. To re-elect Mr RJ MacLeod as a director of the Company	147,538,001	95.89%	6,317,819	4.11%	153,855,820	71.67%	153,114
8. To re-elect Mr LC Pentz as a director of the Company	147,535,992	95.89%	6,319,928	4.11%	153,855,920	71.67%	153,014
9. To re-elect Mr MJ Roney as a director of the Company	146,605,671	96.11%	5,936,713	3.89%	152,542,384	71.06%	1,466,549
10. To re-elect Mr WF Sandford as a director of the Company	147,540,825	95.89%	6,316,183	4.11%	153,857,008	71.67%	151,926
11. To re-elect Mrs DC Thompson as a director of the Company	148,035,828	96.22%	5,821,182	3.78%	153,857,010	71.67%	151,924
12. To re-appoint KPMG Audit Plc as auditor for the forthcoming year	153,541,716	99.79%	326,582	0.21%	153,868,298	71.67%	136,924
13. To authorise the directors to determine the remuneration of the auditor	153,697,824	99.89%	172,195	0.11%	153,870,019	71.68%	137,565
14. To authorise the Company and its subsidiaries to make political donations and incur political expenditure within certain limits	152,450,646	99.08%	1,415,738	0.92%	153,866,384	71.67%	141,838
15. To authorise the directors to allot shares	142,140,864	94.71%	7,942,442	5.29%	150,083,306	69.91%	3,925,627
16. To declare a special dividend of 100 pence per share on the ordinary shares and to approve a consolidation of the ordinary share capital	153,706,436	99.89%	161,626	0.11%	153,868,062	71.67%	138,334
17. To disapply the pre-emption rights attaching to shares	153,326,747	99.85%	228,454	0.15%	153,555,201	71.53%	453,733
18. To authorise the Company to make market purchases of its own shares	153,759,891	99.93%	101,840	0.07%	153,861,731	71.67%	145,692
19. To authorise the Company to call general meetings other than annual general meetings on not less than 14 clear days' notice	145,078,139	94.29%	8,790,530	5.71%	153,868,669	71.67%	139,553

* Figures shown are percentages of total votes cast excluding votes withheld.

** 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.

In accordance with LR 9.6.2, copies of the resolutions passed as special business have been forwarded to the FSA for publication through the Document Viewing Facility and will be accessible via the National Storage Mechanism website (http://www.morningstar.co.uk/uk/NSM).

Final Dividend, Special Dividend and Share Consolidation

As reported above, at today's Annual General Meeting, shareholders declared the final dividend of 40 pence per share and the special dividend of 100 pence per share and voted in favour of the share consolidation. The share consolidation will replace every 22 Existing Ordinary Shares of 100 pence each with 21 New Ordinary Shares of 104¹⁶/₂₁ pence each and will take effect at 8.00 am on 6 August 2012, conditional upon admission of the New Ordinary Shares to the Official List of the UK Listing Authority and to trading on the London Stock Exchange becoming effective.

Treasury Shares

As a result of the share consolidation taking place, there will be a fraction of 0.2273 of a Treasury Share in issue. This will be cancelled on 6 August 2012 following the effective time of the share consolidation.

The total number of Treasury Shares held by the Company following the share consolidation and the cancellation of the fraction of a share will be 5,725,246 New Ordinary Shares.

Allotment of One New Ordinary Share

Following the share consolidation taking place, one New Ordinary Share will be allotted. This will be allotted on 6 August 2012 following the effective time of the share consolidation.

Issued Share Capital and Total Voting Rights

Following the share consolidation, the cancellation of the fraction of a share and the allotment of a New Ordinary Share, the total issued share capital of the Company will be 210,642,995 New Ordinary Shares of 104¹⁶/₂₁ pence each. Excluding Treasury Shares, the total issued share capital of the Company will be 204,917,749 New Ordinary Shares of 104¹⁶/₂₁ pence each. The total number of voting rights will be 204,917,749.

The timetable in relation to dividends and the share consolidation is as follows:

	2012
Existing Ordinary Shares marked ex-entitlement to the Final Dividend	1 August
Record Date for entitlement to the Final Dividend, the Special Dividend and for the Share Consolidation	5.00 pm on 3 August
Existing Ordinary Shares marked ex-entitlement to the Special Dividend	6 August
Effective time and date of the Share Consolidation and date CREST accounts credited with New Ordinary Shares	8.00 am on 6 August
Commencement of dealings in New Ordinary Shares	8.00 am on 6 August
Fraction of treasury share to be cancelled and extra New Ordinary Share allotted	6 August
Payment (where applicable) of fractional entitlements* by cheque or CREST payment, despatch (where applicable) of certificates for New Ordinary Shares	17 August
Payment of Final Dividend and Special Dividend by cheque or BACS	17 August