Result of AGM

De La Rue PLC

07 September 2023

 

DE LA RUE PLC

RESULTS OF ANNUAL GENERAL MEETING

The Annual General Meeting (the "AGM") of De La Rue plc ("De La Rue" or the "Company") was held at 10:00am today, Thursday 7 September 2023, at De La Rue House, Jays Close, Viables, Basingstoke, Hampshire, RG22 4BS, United Kingdom.

The Company announces that the Resolutions (as set out in the Notice of Annual General Meeting) were, other than resolution 15, duly passed on a poll in which every member present in person or proxy had one vote for each Ordinary Share held.

The poll results on the Resolutions, are as follows:

Poll Voting Figures

	RESOLUTION	FOR				AGAINST				TOTAL				WITHHELD
		Number of Votes		% of votes Cast		Number of Votes		% of votes Cast		Votes Cast (Excluding Withheld)		% of Issued Share Capital		Number of Votes
Ordinary Resolutions
1.	Receive the Annual Report and Accounts	144,982,781		99.87%		192,917		0.13%		145,175,698		74.12%		4,024,701
2.	Approve the Directors' Remuneration Policy	108,377,537		96.80%		3,579,191		3.20%		111,956,728		57.16%		37,243,671
3.	Approve the Directors' Remuneration Report	111,422,255		99.52%		539,920		0.48%		111,962,175		57.17%		37,238,224
4.	Re-elect Nick Bray	107,814,594		96.11%		4,362,457		3.89%		112,177,051		57.27%		37,023,348
5.	Re-elect Ruth Euling	144,678,249		99.71%		421,319		0.29%		145,099,568		74.08%		4,097,814
6.	Re-elect Mark Hoad	148,114,713		99.29%		1,060,791		0.71%		149,175,504		76.17%		24,895
7.	Re-elect Dean Moore	107,022,240		95.41%		5,153,710		4.59%		112,175,950		57.27%		37,024,449
8.	Re-elect Clive Vacher	109,407,065		97.60%		2,690,177		2.40%		112,097,242		57.23%		37,100,140
9.	Re-elect Clive Whiley	129,062,975		88.90%		16,109,522		11.10%		145,172,497		74.12%		4,027,902
10.	Re-appoint Ernst and Young LLP as Auditor	144,851,662		99.77%		328,941		0.23%		145,180,603		74.13%		4,019,796
11.	Authorise the Directors to determine the Auditor's remuneration	144,971,487		99.86%		202,799		0.14%		145,174,286		74.12%		4,026,113
12.	Authorise political donations and political expenditure	143,497,115		98.85%		1,665,467		1.15%		145,162,582		74.12%		4,037,817
13.	Authorise the Directors to allot shares	142,950,738		98.58%		2,055,582		1.42%		145,006,320		74.04%		4,194,079
Special Resolutions
14.	Dis-application of pre-emption rights		129,477,238		89.30%		15,508,648		10.70%		144,985,886		74.03%		4,214,513
15.	Additional dis-application of pre-emption rights		99,676,489		68.75%		45,308,796		31.25%		144,985,285		74.03%		4,215,114
16.	Authorise the Company to make on-market purchases of its own shares		144,770,009		99.71%		423,961		0.29%		145,193,970		74.13%		4,006,429
17.	Shortened notice of general meetings		106,903,265		95.29%		5,286,114		4.71%		112,189,379		57.28%		37,011,020
Ordinary Resolution
18.	Approve the De La Rue Investor Returns Plan		139,634,767		96.27%		5,408,866		3.73%		145,043,633		74.06%		4,156,766

1.     The percentages voted 'For' and 'Against' are expressed as a proportion of the total votes cast, which does not include votes withheld since for legal purposes a vote withheld is not a vote cast.

2.     Any proxy appointments which gave discretion to the Chairman of the meeting have been included in the 'For' totals.

3.     As at 6:00 p.m. on 5 September 2023 (being the record time for calculating voting rights at the Annual General Meeting), the Company had 195,857,207 Ordinary Shares in issue and the total number of voting rights in respect of these Ordinary Shares was 195,857,207, each Ordinary Share carrying one vote.

The Board notes the level of votes cast against resolution 15, the additional dis-application of pre-emption rights.  The resolutions proposed were entirely in line with the Statement of Principles published by the Pre-Emption Group in November 2022 and the specific authority sought under this resolution would have been limited to issuance of equity for cash in connection with an acquisition or specified capital investment.  The Board is aware that market practice in relation to the dis-application of pre-emption rights has yet to settle on a consensus position, notwithstanding the Austin Review of secondary capital raising and the subsequent amendment of the Statement of Principles by the Pre-Emption Group.  As recommended in the UK Corporate Governance Code, the Board will engage with its largest shareholders regarding the voting result in relation to pre-emption.

In accordance with Listing Rule 9.6.2R, a copy of the Resolutions that were carried, other than those concerning ordinary business, will be submitted to the National Storage Mechanism, where they will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism. In addition, a copy of the Resolutions that were carried will also be filed with Companies House.

The results of the Annual General Meeting held on 7 September 2023 will be available to view on the Company's website at www.delarue.com.

Jon Messent, Company Secretary

Contact Number: 01256 605212

7 September 2023

De La Rue plc's LEI code is 213800DH741LZWIJXP78

 

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