Result of AGM

RNS Number : 5077O
CYBG PLC
30 January 2019
 

CYBG PLC

(Company)

LEI: 213800ZK9VGCYYR6O495

RESULTS OF ANNUAL GENERAL MEETING ON 30 JANUARY 2019

 

30 January 2019

 

The Board of Directors of the Company announces that at the Company's Annual General Meeting held today, resolutions 1 to 26 were duly passed by the Company's shareholders by way of a poll.  The results of the poll are set out below.

 

Resolution

For

Against

Total

Withheld

 

No. of Votes

% of Vote

No. of Votes

% of Vote

No. of Votes

No. of Votes

1. To receive the Annual Report and Financial Statements for the year ended 30 September 2018

 

1,067,111,302

99.98%

243,415

0.02%

1,067,354,717

15,015,857

2. To approve the Directors' Annual Report on Remuneration for the year ended 30 September 2018

 

707,216,605

65.79%

367,726,021

34.21%

1,074,942,626

7,441,115

3. To declare a final dividend of 3.1p per share in respect of the year ended 30 September 2018

 

1,081,906,071

99.99%

76,261

0.01%

1,081,982,332

406,957

4. To elect Geeta Gopalan as a Director of the Company

 

1,080,380,086

99.94%

664,844

0.06%

1,081,044,930

1,060,270

5. To elect Darren Pope as a Director of the Company

 

1,079,386,101

99.83%

1,815,578

0.17%

1,081,201,679

1,099,643

6. To elect Amy Stirling as a Director of the Company

 

1,080,495,282

99.93%

749,594

0.07%

1,081,244,876

1,054,333

7. To re-elect Clive Adamson as a Director of the Company

 

1,019,764,515

94.30%

61,645,403

5.70%

1,081,409,918

889,229

8. To re-elect David Bennett as a Director of the Company

 

1,015,690,398

93.92%

65,714,155

6.08%

1,081,404,553

896,610

9. To re-elect Paul Coby as a Director of the Company

1,016,953,658

94.04%

64,444,324

5.96%

1,081,397,982

903,182

10. To re-elect David Duffy as a Director of the Company

 

1,020,922,689

94.41%

60,420,426

5.59%

1,081,343,115

857,934

11. To re-elect Adrian Grace as a Director of the Company

 

996,827,206

92.18%

84,576,647

7.82%

1,081,403,853

897,144

12. To re-elect Fiona MacLeod as a Director of the Company

 

1,015,690,960

93.92%

65,759,124

6.08%

1,081,450,084

851,244

13. To re-elect Jim Pettigrew as a Director of the Company

 

1,013,626,209

94.08%

63,781,967

5.92%

1,077,408,176

4,891,936

14. To re-elect Dr Teresa Robson-Capps as a Director of the Company

 

1,019,738,444

94.30%

61,694,284

5.70%

1,081,432,728

865,599

15. To re-elect Ian Smith as a Director of the Company

 

1,020,458,186

94.36%

60,976,024

5.64%

1,081,434,210

867,122

16. To re-elect Tim Wade as a Director of the Company

 

1,018,001,503

94.14%

63,370,962

5.86%

1,081,372,465

922,667

17. To re-appoint Ernst & Young LLP as auditors

 

1,078,413,926

99.72%

3,056,114

0.28%

1,081,470,040

895,012

18. To authorise the Audit Committee to determine the remuneration of the auditors

 

1,077,211,820

99.61%

4,188,367

0.39%

1,081,400,187

935,996

19. To authorise the Directors to allot shares

 

1,044,896,954

96.63%

36,480,474

3.37%

1,081,377,428

968,704

20. To authorise the Directors to disapply statutory pre-emption rights in respect of 5% of the Company's issued share capital

  

1,079,565,462

99.84%

1,743,589

0.16%

1,081,309,051

1,027,017

21. To authorise the Directors to disapply statutory pre-emption rights in respect of an additional 5% of the Company's issued share capital

 

980,158,268

90.65%

101,076,595

9.35%

1,081,234,863

1,100,082

22. To authorise the Directors to allot equity securities in connection with AT1 Securities and issue further AT1 Securities

 

864,812,650

79.97%

216,550,697

20.03%

1,081,363,347

961,832

23. To authorise the Directors to disapply statutory pre-emption rights in respect of the allotment of equity securities in connection with AT1 Securities and issue further AT1 Securities

 

861,433,058

79.66%

219,900,270

20.34%

1,081,333,328

1,005,370

24. To permit the Company to purchase its own shares

 

1,076,803,181

99.55%

4,864,793

0.45%

1,081,667,974

672,950

25. To permit the Company to enter into a contingent purchase contract between the Company and Macquarie for the purchase by the Company of ordinary shares converted from CHESS Depositary Interests (CDIs)

 

1,076,437,418

99.53%

5,062,693

0.47%

1,081,500,111

843,770

26. To authorise the Company to make political donations and incur political expenditure

 

1,076,957,412

99.59%

4,389,115

0.41%

1,081,346,527

921,730

Votes 'For' and 'Against' are expressed as a percentage of the total votes received. 

A 'Vote withheld' is not treated as a vote in law and would not be counted in the calculation of the proportion of the votes cast 'For' or 'Against' a resolution.

In relation to Resolution 2, while shareholders have approved the Directors' Remuneration Report by a clear majority, with 65.79% of votes cast in favour, the Company recognises the large number of votes opposing the resolution.

In addition to the extensive consultation of shareholders undertaken prior to the publication of the Directors' Remuneration Report, the Company will further engage with shareholders on the implementation of its Remuneration Policy over the coming months to ensure shareholder views are fully understood and considered. These views will also inform the Company's Remuneration Policy which will be subject to shareholder approval at the Company's 2020 Annual General Meeting.  

In relation to Resolutions 22 and 23, while shareholders have approved the resolutions by a substantial majority, with 79.97% of votes cast in favour for resolution 22 and 79.66% of votes cast in favour for resolution 23, the Company recognises the number of votes opposing the resolution. The Company took shareholders' views into account after the publication of the Notice of Meeting and explained why it was considered that these Resolutions were in the best interests of shareholders. The Company will continue to engage with shareholders to fully understand their views in relation to the specific authorities sought. 

The current issued share capital of the Company consists of 1,428,658,877 ordinary shares of 10 pence, carrying one vote each.

In accordance with the Listing Rule 9.6.2 copies of all resolutions other than resolutions concerning ordinary business passed at today's Annual General Meeting will be submitted to the National Storage Mechanism and will shortly be available for inspection at http://www.morningstar.co.uk/uk/NSM.

Enquiries

 

Investors and Analysts

 

Andrew Downey

07823 443 150

Head of Investor Relations

andrew.downey@cybg.com

 

 

Company Secretary

 

Lorna McMillan

07834 585 436

Company Secretary

lorna.mcmillan@cybg.com

 

 

Media Relations

 

Press Office

0800 066 5998

 

press.office@cybg.com

 


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