Result of AGM

Luceco PLC

10 May 2023

 

Luceco plc

(the "Company")

10 May 2023

Annual General Meeting ("AGM") Results

The Company announces that at its Annual General Meeting held on 10 May 2023 at the offices of Numis at 45 Gresham St, London EC2V 7BF each of the resolutions set out in the Notice of Annual General Meeting were voted by way of a poll. The results of the poll for each resolution were as follows:

No.	Resolution	For		Against		Votes Withheld	Total issued share capital instructed
		Number of shares	%	Number of shares	%	Number of shares	%
1	To receive the Annual Report and Accounts	123,016,100	100.00%	4,891	0.00%	438,577	76.51%
2	To declare a final dividend of 3.0 pence per ordinary share	123,456,237	100.00%	522	0.00%	2,809	76.78%
3	To approve the Directors' Remuneration Report	117,472,357	95.17%	5,959,262	4.83%	27,949	76.76%
4	To approve the Directors' Remuneration Policy	117,475,240	95.43%	5,629,767	4.57%	354,561	76.56%
5	To re-elect Giles Brand as a Director	112,380,678	91.04%	11,063,308	8.96%	15,582	76.77%
6	To re-elect Caroline Brown as a Director	123,102,527	99.72%	344,319	0.28%	12,722	76.77%
7	To re-elect John Hornby as a Director	121,010,979	98.02%	2,443,007	1.98%	5,582	76.77%
8	To re-elect Will Hoy as a Director	120,999,632	98.02%	2,447,214	1.98%	12,722	76.77%
9	To re-elect Tim Surridge as a Director	115,888,740	93.88%	7,558,873	6.12%	11,955	76.77%
10	To re-elect Pim Vervaat as a Director	120,674,411	97.75%	2,772,435	2.25%	12,722	76.77%
11	To elect Julia Hendrickson as a Director	123,441,955	100.00%	4,891	0.00%	12,722	76.77%
12	To re-appoint KPMG LLP as Auditor of the Company	123,013,740	99.65%	431,891	0.35%	13,937	76.77%
13	To authorise the Audit Committee to determine the Auditor's remuneration	123,440,740	99.99%	14,891	0.01%	3,937	76.78%
14	To make political donations and incur political expenditure	122,126,151	99.27%	902,835	0.73%	430,582	76.51%
15	Authority to allot shares	120,935,124	97.96%	2,518,862	2.04%	5,582	76.77%
16*	Authority to disapply pre-emption rights	122,899,874	99.55%	554,112	0.45%	5,582	76.77%
17*	Authority to disapply pre-emption rights in limited circumstances	122,862,374	99.52%	591,612	0.48%	5,582	76.77%
18*	Authority for the Company to purchase its own shares	122,948,232	99.59%	506,522	0.41%	4,814	76.78%
19*	Authority to call general meetings (other than AGMs) on 14 clear days' notice	122,102,192	98.90%	1,352,562	1.10%	4,814	76.78%
20	To approve the Rule 9 Waiver	108,853,624	92.47%	8,859,006	7.53%	5,746,938	73.20%
21	To approve waiver of Rule 9 of the Takeover Code as a result of the exercise of 510,608 options by John Hornby	117,722,162	95.36%	5,731,823	4.64%	5,583	76.77%
22	To approve waiver of Rule 9 of the Takeover Code upon the exercise of 302,213 options awarded to John Hornby on 31 March 2022	117,722,162	95.36%	5,721,823	4.64%	15,583	76.77%
23	To approve waiver of Rule 9 of the Takeover Code of the award and subsequent exercise of 492,956 options awarded to John Hornby	117,389,855	95.09%	6,064,490	4.91%	5,223	76.78%
* special resolution

Independent Issued Share Capital: 86,795,189
No.	Resolution	For		Against		Votes Withheld	Total issued share capital instructed
		Number of shares	%	Number of shares	%	Number of shares	%
6*	To re-elect Caroline Brown as a Director	49,581,758	99.31%	344,319	0.69%	12,722	57.52%
9*	To re-elect Tim Surridge as a Director	42,367,971	84.86%	7,558,873	15.14%	11,955	57.52%
10*	To re-elect Pim Vervaat as a Director	47,153,642	94.45%	2,772,435	5.55%	12,722	57.52%
11*	To elect Julia Hendrickson as a Director	49,921,186	99.99%	4,891	0.01%	12,722	57.52%
18*	Authority for the Company to purchase its own shares	49,427,463	98.99%	506,522	1.01%	4,814	57.53%
20*	To approve the Rule 9 Waiver	35,332,855	79.95%	8,859,006	20.05%	5,746,938	50.92%
21*	To approve waiver of Rule 9 of the Takeover Code as a result of the exercise of 510,608 options by John Hornby	44,201,393	88.52%	5,731,823	11.48%	5,583	57.53%
22*	To approve waiver of Rule 9 of the Takeover Code upon the exercise of 302,213 options awarded to John Hornby on 31 March 2022	44,201,393	88.54%	5,721,823	11.46%	15,583	57.52%
23*	To approve waiver of Rule 9 of the Takeover Code of the award and subsequent exercise of 492,956 options awarded to John Hornby	43,869,086	87.86%	6,064,490	12.14%	5,223	57.53%
*independent resolution

For the purposes of the FCA Listing Rules, the Concert Party (being ESO Investments 2 Limited, Giles Brand, Deanmor Investments, John Hornby and his PCAs) is a controlling shareholder as a result of it holding 74,004,811 shares (35,564,260 shares, 9,466,919 shares and 28,973,632 shares respectively). Each resolution to re-elect independent non-executive directors (resolutions 6, 9, 10 and 11) have under Listing Rule 9.2.2E been approved by a majority of the votes cast by: (i) the shareholders of the Company as a whole; and (ii) the independent shareholders of the Company, that is, all the shareholders entitled to vote on each resolution excluding the controlling shareholder.

Per the Notice of AGM, the members of the Concert Party were not entitled to vote on the Authority for the Company to purchase its own shares or the Rule 9 Waiver Resolutions (Resolutions 18, 20, 21, 22 and 23).

Since the 2022 AGM the Company has engaged regularly with shareholders regarding Resolution 20 - The Rule 9 Waiver and is delighted that the resolution passed with 79.95% of participating independent shareholders voting in favour. However as 20.05% of participating independent shareholders voted against Resolution 20, the Board will continue to engage as appropriate with those shareholders who did not support the Resolution in order to understand the reasons for their vote against the proposal and to continue a transparent and constructive dialogue in this area.

The Board continues to consider that the ability for the Company to buy back shares is in the best interests of all shareholders, particularly in light of the current share price levels, which presents an opportunity to generate attractive returns for all shareholders through allocating capital to buying back ordinary shares.

NOTES:
1.	All Resolutions were passed.
2.	Proxy appointments which gave discretion to the Chairman of the AGM have been included in the "For" total for the appropriate resolution.
3.	Votes "For" and "Against" any resolution are expressed as a percentage of votes validly cast for that resolution.
4.	A "Vote withheld" is not a vote in law and is not counted in the calculation of the percentage of shares voted "For" or "Against" any resolution nor in the calculation of the proportion of "Total issued share capital instructed" for any resolution.
5.	The number of shares in issue at close of business on 8 May 2023 was 160,800,000 (the "Share Capital") and at that time, the Company did not hold any shares in treasury.
6.	The proportion of "Total issued share capital instructed" for any resolution is the total of votes validly cast for that resolution (i.e. the total votes "For" and "Against" that resolution) expressed as a percentage of the Share Capital.
7.	The full text of the resolutions passed at the AGM can be found in the Notice of Annual General Meeting which is available on the Company's website at www.lucecoplc.com
8.	A copy of resolutions 16-19 passed at the AGM will shortly be submitted to the National Storage Mechanism and will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
9.	These poll results will be available shortly on the Company's website at www.lucecoplc.com
For further information please contact:
Luceco plc John Hornby, Chief Executive Officer Will Hoy, Chief Financial Officer		via MHP Communications 020 3128 8276
MHP Communications Tim Rowntree Ollie Hoare		020 3128 8004

 

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