Result of AGM

RNS Number : 6463N

Sabre Insurance Group PLC

21 May 2020

 

Sabre Insurance Group plc (the 'Company')

Announcement of the Results of Annual General Meeting 2020

The Annual General Meeting of Sabre Insurance Group plc was held on the 21 May 2020. All resolutions set out in the notice of Annual General Meeting were passed by the requisite majority by way of a poll. The table below shows the results of the poll on all 19 resolutions. Each shareholder present in person, or by proxy, was entitled to one vote per share held.

Shareholders passed Resolution 19 as a special resolution to ratify the payment of, and appropriation of profits to the payment of, the Company's interim dividend paid on 20 September 2018 (the "Interim Dividend"), waive any rights of the Company against shareholders who received the Interim Dividend, waive any rights of the Company against past, present and future directors of the Company in respect of the Interim Dividend, and approve the Company entering into a deed of release in favour of such shareholders and a deed of release in favour of such directors (the "Directors' Deed of Release"). Further information relating to the technical infringement of the Companies Act 2006 which required the Company to seek shareholder approval for these matters is set out in the 2020 Notice of AGM available on the Company's website ( www.sabreplc.co.uk ). The Company confirms that, following the passing of Resolution 19, it has now executed the deeds of release. As each of the current Directors of the Company is deemed to be a 'related party' of the Company under the Listing Rules, the entry by the Company into the Directors' Deed of Release is a 'smaller related party transaction' under the Listing Rules and fell with the requirements of LR11.1.10, as further discussed in the Company's 2020 Notice of AGM.

	Resolution	For	% votes cast For	Against	% votes cast Against	Total votes cast (excluding votes withheld)	% of issued  share capital voted	Withheld
1.	Receive and adopt the 2019 financial statements, Directors' Report and Independent Auditor's Report.	203,496,324	100.00	0	0.00	203,496,324	81.40%	174,825
2.	Approve the Directors' Remuneration Report	201,092,590	98.73	2,578,559	1.27	203,671,149	81.47%	0
3.	To declare a final dividend of 8.1 pence per ordinary share	203,671,149	100.00	0	0.00	203,671,149	81.47%	0
4.	To re-elect Catherine Barton as a Director	203,052,708	99.70	616,994	0.30	203,669,702	81.47%	1,447
5.	To re-elect Geoff Carter as a Director	203,669,552	100.00	1,597	0.00	203,671,149	81.47%	0
6.	To re-e lect Ian Clark as a Director	203,622,478	99.98	47,224	0.02	203,669,702	81.47%	1,447
7.	To re-elect Andrew Pomfret as a Director	200,720,990	98.55	2,948,712	1.45	203,669,702	81.47%	1,447
8.	To re-elect Rebecca Shelley as a Director	202,952,478	99.65	717,224	0.35	203,669,702	81.47%	1,447
9.	To re-elect Patrick Snowball as a Director	203,356,841	99.98	48,527	0.02	203,405,368	81.36%	265,781
10.	To re-elect Adam Westwood as a Director	202,999,552	99.67	671,597	0.33	203,671,149	81.47%	0
11.	To reappoint Ernst & Young LLP as auditor of the Company	201,409,742	99.02	1,995,600	0.98	203,405,342	81.36%	265,807
12.	Authority to fix auditor's remuneration	202,157,034	99.39	1,248,308	0.61	203,405,342	81.36%	265,807
13.	Authority to make political donations	195,931,313	96.20	7,739,836	3.80	203,671,149	81.47%	0
14.	Authority to allot shares	195,445,710	95.96	8,224,689	4.04	203,670,399	81.47%	750
15.	Disapplication of pre-emption rights (general authority)	203,656,877	99.99	12,799	0.01	203,669,676	81.47%	1,473
16.	Disapplication of pre-emption rights (specific capital investment)	203,655,574	99.99	14,102	0.01	203,669,676	81.47%	1,473
17.	Market purchase of its shares	203,646,462	99.99	13,872	0.01	203,660,334	81.46%	10,815
18.	Authority to call a general meeting (other than AGMs) on 14 clear days' notice	197,992,093	97.21	5,679,056	2.79	203,671,149	81.47%	0
19.	To ratify the payment of an interim dividend paid to shareholders on 20 September 2018 and certain related matters	199,617,676	100.00	0	0.00	199,617,676	79.85%	1,590,037

NOTES:

1.  The 'For' vote includes proxy appointments which gave the Chairman discretion on how to vote.

2.  A vote 'Withheld' is not a vote in law and is not counted in the calculation of the proportion of votes 'For' or 'Against' a resolution nor in the calculation of the percentage of the issued share capital voted for any resolution.

3.  Resolutions 15 to 19 were Special Resolutions requiring a 75% majority.

4.  As at 6.30 pm on 19 May 2020 the total number of ordinary shares in issue, and therefore total number of voting rights was 250,000,000. The Company did not hold any shares in treasury at that time.

5.  As per Listing Rule 9.6.2 a copy of the full text of the resolutions passed at the Annual General Meeting (including resolutions concerning special business) will shortly be submitted to the National Storage Mechanism for inspection at www. morningstar.co.uk/uk/NSM  

A copy is also available on the Sabre website - www.sabreplc.co.uk/investors

Anneka Kingan

Company Secretary

Sabre Insurance Group plc

LEI Code: 2138006RXRQ8P8VKGV98

 

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