Result of AGM

RNS Number : 2546H

Trinity Mirror PLC

15 May 2014

 



Trinity Mirror plc

15 May 2014

Results of Annual General Meeting

At the Annual General Meeting (the 'AGM') of Trinity Mirror plc (the 'Company') held today at 11.30 am at the Hilton London Canary Wharf, London, E14 9SH, all resolutions were put to the meeting and approved by shareholders on a poll.

The total number of votes received for each resolution is set out below. The number of 10p Ordinary shares in issue on 15 May 2014 was 257,690,520.

The number of Ordinary shares in issue at 7 April 2014 (the date of the AGM Notice) was 257,690,520. Proxy votes were received in respect of 207,142,717 shares, representing approximately 80.38% of issued equity as at 7 April 2014.

Resolution		Total Votes For	%	Total Votes Against	%	Total Votes Withheld	Total Votes Cast
1	Receive the 2013 Report and Accounts	199,499,863	96.19	7,912,248	3.81	239,870	207,412,111
2	Approve the directors' Remuneration Policy	193,525,804	93.88	12,621,484	6.12	1,504,693	206,147,288
3	Approve the Remuneration Report	204,293,838	99.10	1,855,945	0.90	1,502,198	206,149,783
4	Elect Lee Ginsberg as a non-executive director	207,372,405	99.98	35,655	0.02	243,921	207,408,060
5	Elect Helen Stevenson as a non-executive director	207,379,653	99.99	29,139	0.01	243,189	207,408,792
6	Re-elect David Grigson as a non-executive director	198,117,607	99.05	1,895,903	0.95	7,638,471	200,013,510
7	Re-elect Simon Fox as an executive director	204,468,515	98.58	2,940,850	1.42	242,616	207,409,365
8	Re-elect Mark Hollinshead as an executive director	206,539,431	99.58	869,229	0.42	243,321	207,408,660
9	Re-elect Jane Lighting as a non-executive director	205,410,020	99.04	1,998,620	0.96	243,341	207,408,640
10	Re-elect Donal Smith as a non-executive director	207,112,349	99.86	295,253	0.14	244,379	207,407,602
11	Re-elect Vijay Vaghela as an executive director	206,531,276	99.58	872,459	0.42	248,246	207,403,735
12	Re-elect Paul Vickers as an executive director	206,528,892	99.58	876,843	0.42	246,246	207,405,735
13	Re-appoint Deloitte LLP as auditors	205,113,507	98.89	2,298,365	1.11	240,194	207,411,872
14	Authority for directors to fix the auditors' remuneration	205,676,939	99.16	1,734,929	0.84	240,113	207,411,868
15	Authority to allot shares	205,600,733	99.13	1,805,695	0.87	245,553	207,406,428
16	Disapplication of pre-emption rights †	207,361,413	99.98	41,719	0.02	248,849	207,403,132
17	Authority for Company to purchase own shares †	207,377,790	99.98	34,741	0.02	239,637	207,412,531
18	Authority under Part 14 of the Companies Act 2006 to make political donations	195,691,434	97.86	4,287,597	2.14	7,672,950	199,979,031
19	Notice period for general meetings other than Annual General Meetings †	193,396,300	93.24	14,018,711	6.76	236,970	207,415,011

† Special resolutions requiring a 75% majority

Notes

1.   Any proxy appointments which gave discretion to the Chairman 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 the votes "for" and "against" a resolution.

In accordance with Listing Rule 9.6.2, two copies of the resolutions passed at the meeting, otherthan resolutions concerning ordinary business, have been submitted to the Financial Conduct Authority via the National Storage Mechanism and will be available shortly for viewing at www.morningstar.co.uk.

Resolutions 16, 17, and 19 were proposed as Special resolutions. The resolutions are listed below and can also be found in the Notice of Meeting available on the Trinity Mirror plc website at www.trinitymirror.com/investors/events-calendar. 

16         THAT subject to the passing of Resolution 15 above and in substitution for all subsisting authorities to the extent unused, the directors be and they are hereby generally empowered, pursuant to sections 570 and 573 of the Companies Act 2006, to allot equity securities (within the meaning of section 560 of the 2006 Act) for cash, pursuant to the authority conferred by Resolution 15 or by way of a sale of treasury shares, as if section 561(1) of the 2006 Act did not apply to any such allotment, provided that this power:

(i)   shall be limited to the allotment of equity securities in connection with an offer of equity securities (but in the case of the authority granted under paragraph (ii) of Resolution 15 by way of a rights issue only)

(a)  to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and

(b) to holders of other equity securities as required by the rights of those securities or as the directors otherwise consider necessary

and so that the directors may impose any limits or restrictions and make any arrangement which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or the requirements of any regulatory body or stock exchange or any other matter (including such problems arising by virtue of equity securities being represented by depositary receipts); and

(ii)   in the case of the authority granted under paragraph (i) of Resolution 15 and/or in the case of any sale or transfer of treasury shares which is treated as an allotment of equity securities under section 560(3) of the 2006 Act shall be limited to the allotment (otherwise than under paragraph (i) of this Resolution 16) of equity securities up to an aggregate nominal value of £1,288,452; and

shall unless renewed, varied or revoked by the Company in general meeting expire at the conclusion of the next Annual General Meeting of the Company or, if earlier, at the close of business on 15 August 2015, save that the Company shall be entitled to make offers or agreements before the expiry of such power which would or might require equity securities to be allotted after such expiry and the directors shall be entitled to allot equity securities pursuant to any such offer or agreement as if the power conferred hereby had not expired.

17         THAT the Company be and is hereby generally and unconditionally authorised, pursuant to and in accordance with section 701 of the Companies Act 2006, to make market purchases (within the meaning of section 693(4) of the 2006 Act) of Ordinary Shares of 10 pence each in the capital of the Company ('Ordinary Shares') on such terms and in such manner as the directors of the Company may from time to time determine and in substitution for all existing powers conferred on the directors of the Company provided that:

(a) the maximum number of Ordinary Shares hereby authorised to be purchased is 25,769,052;

(b) the minimum price (exclusive of expenses) which may be paid for each Ordinary Share is 10 pence;

(c) the maximum price (exclusive of expenses) which may be paid for each Ordinary Share is an amount equal to the higher of

(i)   105% of the average of the middle market quotations for an Ordinary Share as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the date on which the Ordinary Share is contracted to be purchased; and

(ii)   that stipulated by Article 5(1) of the Buy-Back and Stabilisation Regulation 2003;

(d)  the authority hereby conferred by this Resolution shall, unless renewed, varied or revoked by the Company in general meeting prior to such time, expire at the end of the next Annual General Meeting of the Company after the passing of this Resolution (or, if earlier, at the close of business on 15 August 2015) but a contract to purchase Ordinary Shares may be made before such expiry which will or may be executed wholly or partly thereafter and a purchase of Ordinary Shares may be made in pursuance of any such contract as if the authority conferred hereby had not expired.

19         THAT a general meeting of the Company (other than an Annual General Meeting) may be called on not less than 14 clear days' notice, provided that this authority shall expire at the conclusion of the next Annual General Meeting of the Company.

Further Information:

Paul Vickers                              020 7293 3359

Company Secretary

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