Result of AGM

RNS Number : 6731Y

Treatt PLC

26 February 2013

 



26 February 2013

 

 

Treatt Plc (the "Company")

RESULTS OF AGM, CHANGES TO THE BOARD OF DIRECTORS AND ANNOUNCEMENT OF AN EXTRAORDINARY GENERAL MEETING

The AGM of Treatt plc was held on Monday 25^th February 2013 at the Registered Office at 10.30am.

All resolutions were put to the meeting on a poll, the full results of which are given below:

Resolution	Votes For	% For	Votes Against	% Against	Total Votes Cast	% of Voting Rights Voted	Votes Withheld
1. Receive Accounts	6,002,037	100%	36	0.00%	6,002,073	58.70%	213
2.   Approval of the Remuneration report	3,383,128	75.32%	1,108,284	24.68%	4,491,412	43.93%	1,510,874
3.   Final Dividend	6,002,286	100%	0	0.00%	6,002,286	58.70%	0
4.   Re-election of  Daemmon Reeve as a director	5,998,267	99.95%	2,750	0.05%	6,001,017	58.69%	1,269
5.   Re-election of Tim Jones as a director	2,983,465	49.97%	2,986,998	50.03%	5,970,463	58.39%	31,823
6.  Re-election of Ian Neil as a director	5,987,510	99.85%	8,907	0.15%	5,996,417	58.65%	5,869
7.   Re-appointment of Auditors	6,000,821	99.99%	525	0.01%	6,001,346	58.69%	940
8.   Auditors Remuneration	6,001,229	100%	36	0.00%	6,001,265	58.69%	1,021
9.   Authority to allot shares	2,797,573	47.11%	3,140,431	52.89%	5,938,004	58.07%	64,282
10.  Disapplication of Pre-emption rights	2,817,317	47.45%	3,120,687	52.55%	5,938,004	58.07%	64,282
11.  Authority to purchase own shares	2,831,083	47.23%	3,163,521	52.77	5,994,604	58.63%	7,682

NB: "For" votes include those giving the Chairman discretion                                                                      

Percentages of votes excludes votes Withheld       

The total number of voting rights at the date of the AGM was 10,224,726. 

Resolutions 5, 9, 10 and 11 were not passed.

The full text of all the resolutions can be found in the Notice of AGM on pages 58-63 of the Annual Report, which was submitted to the National Storage Mechanism and is available for inspection at www.Hemscott.com/nsm.do and on the Company's website www.treatt.com. 

Change of Directors

In accordance with the announcement issued on 18 January 2013, it is confirmed that Peter Thorburn retired at the conclusion of the AGM and that Jeff Iliffe was appointed as a Non-executive Director. 

Speaking at the AGM, Tim Jones, Chairman, expressed his thanks to Peter Thorburn, on behalf of the Board, for his contribution and commitment to the Group during the past eleven years.

In accordance with the announcement issued on 7 December 2012, it is confirmed that Ian Neil is appointed as Senior Independent Director with effect from the conclusion of the AGM.

The resolution to re-appoint Tim Jones was not passed. The votes for and against this resolution are set out above.  Of the shares voted against the re-appointment of Tim Jones, 2,972,991 shares are owned by Hugo Bovill (the ex-chief executive of the Company), his brother Giles Bovill, their family trusts and certain members of their families (the Bovill Family).

Extraordinary General Meeting

The total number of shares voted in relation to each resolution are set out above. As can be seen, there was a very small margin of 3,533 votes (0.03%) by which the resolution to re-appoint Tim Jones failed to achieve a majority.  It can also be seen that 41.61% of shareholders did not vote.

The Board believes that many shareholders may have believed that, as is normal, all the AGM resolutions would be approved and there was no particular importance as to whether they did or did not vote.  Accordingly a number of shareholders who did not vote either in person or by proxy may have wished to vote had they been aware of the significance of the resolution to the composition of the Board.

After careful consideration and taking into account that a very large number of shareholders did not vote on the AGM resolutions, the Board (other than Tim Jones who was not present during the discussion), using the powers under the Company's Articles of Association, has unanimously re-appointed Tim Jones as a Non-executive director and Chairman and will, in the near future, send out a notice of an EGM of the Company at which it will propose a resolution to approve the appointment. The EGM will provide those shareholders who may not have appreciated the importance of the vote at the AGM on this occasion, the opportunity to vote on this resolution.

The Company will send a circular to shareholders in the near future setting out in more detail why the re-appointment of Tim Jones should be approved and a formal notice convening an EGM.  

Commenting on the results of the AGM Daemmon Reeve, Chief Executive Officer of Treatt, stated :

"The Board unanimously voted to re-elect Tim so that he can continue to support and encourage the Company's growth strategy. We hope that shareholders will support his re-election as Chairman"

For further information please contact:

Treatt plc                                                                          

Daemmon Reeve

Chief Executive Officer

Richard Hope

Group Finance Director

01284 702500

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