Results of the 2023 Annual General Meeting

NCC Group PLC
30 November 2023
 

NCC GROUP PLC

RESULTS OF THE 2023 ANNUAL GENERAL MEETING

Annual General Meeting

At the Annual General Meeting ("AGM") of NCC Group plc (the "Company") held at 9.00 am at XYZ Building, 2 Hardman Boulevard, Spinningfields, Manchester, M3 3AQ on 30 November 2023, shareholders duly passed all of the resolutions proposed. Each of the resolutions put to the AGM were voted on by way of a poll.

Resolutions 1 to 13 and resolution 18 were passed as ordinary resolutions and resolutions 14 to 17 were passed as special resolutions. The results of the poll incorporating proxy votes lodged in advance of the meeting are set out below (rounded to 2 decimal places).



Votes for

%

Votes against

%

Total votes cast

% of ISC voted

Votes withheld

1.    

To receive the report and accounts

240,585,713

98.74%

3,066,488

1.26%

243,652,201

77.72

173,178

2.    

To approve the directors' remuneration report (other than the directors' remuneration policy) for the year ended 31 May 2023

206,893,530

84.86%

36,926,077

15.14%

243,819,607

77.78

5,772

3.    

To declare a final dividend of 3.15p per share

243,790,017

99.99%

32,494

0.01%

243,822,511

77.78

2,868

4.    

To re-appoint KPMG as auditor

240,751,145

98.74%

3,071,366

1.26%

243,822,511

77.78

2,868

5.    

To authorise the Audit Committee to determine the auditor's remuneration

243,751,972

99.98%

50,836

0.02%

243,802,808

77.77

22,571

6.    

To re-elect Mike Maddison as a Director

240,342,118

99.94%

154,829

0.06%

240,496,947

76.72

3,328,432

7.    

To re-elect Chris Stone as a Director

234,888,736

96.34%

8,912,341

3.66%

243,801,077

77.77

24,302

8.    

To elect Julie Chakraverty as a Director

238,583,524

99.20%

1,917,423

0.80%

240,500,947

76.72

3,324,432

9.    

To re-elect Jennifer Duvalier as a Director

216,486,945

90.01%

24,015,086

9.99%

240,502,031

76.72

3,323,348

10. 

To re-elect Mike Ettling as a Director

231,760,465

96.37%

8,738,482

3.63%

240,498,947

76.72

3,326,432

11. 

To elect Guy Ellis as a Director

240,373,427

99.95%

127,520

0.05%

240,500,947

76.72

3,324,432

12. 

To re-elect Lynn Fordham as a Director

238,590,963

99.21%

1,911,068

0.79%

240,502,031

76.72

3,323,348

13. 

To authorise the Directors to allot shares

205,737,191

84.38%

38,085,542

15.62%

243,822,733

77.78

2,646

14. 

To authorise the Directors to disapply pre-emption rights up to 5% of the issue share capital

226,801,464

93.04%

16,969,951

6.96%

243,771,415

77.76

53,964

15. 

To authorise the Directors to disapply pre-emption rights for an additional 5% in relation to an acquisition or capital investment

223,486,486

91.68%

20,284,929

8.32%

243,771,415

77.76

53,964

16. 

To authorise the purchase of own shares pursuant to s.701 of the Companies Act 2006

237,307,446

97.38%

6,376,892

2.62%

243,684,338

77.73

141,041

17. 

To reduce the notice period required for General Meetings

228,268,656

93.62%

15,547,059

6.38%

243,815,715

77.77

9,664

18. 

To authorise the making of political donations and incurring political expenditure

192,506,941

79.00%

51,170,949

21.00%

243,677,890

77.73

147,489

 

Commenting on the less than 80% vote received for authority to make political donations and to incur political expenditure

As set out in the notice of AGM, NCC Group plc does not give any money for political purposes in the UK nor does it make any donations to UK political organisations or incur UK political expenditure.  However, the definitions of political donations and political expenditure used in the UK Companies Act 2006 are very wide. In line with UK market practice, the authority is therefore requested only as a precautionary measure to ensure that NCC Group plc and any company which is or becomes a subsidiary of NCC Group plc does not inadvertently breach the relevant provisions of the UK Companies Act.

Notes:

1.   Any proxy appointments which gave discretion to the chairman of the meeting 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" and "against" a resolution, nor in the calculation of "total votes cast" for any resolution.

 

3.   The issued share capital of the Company as at the date of the AGM was 313,488,589 ordinary shares.

 

4.   The full text of the resolutions can be found in the Notice of Annual General Meeting which is available for inspection at the National Storage Mechanism www.morningstar.co.uk/uk/nsm and on the Company's website.   

In accordance with Listing Rule 9.6.2, copies of the resolutions passed as special business of the meeting will be uploaded to the National Storage Mechanism and will shortly be available for inspection at www.morningstar.co.uk/uk/nsm.

 

 

For enquiries please contact:

Jonathan Williams

Company Secretary

+44 7917 634 643

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