The board committed to continuing an open and transparent dialogue with the company’s shareholders, pledging to engage with those concerned shareholders who voted against these resolutions to further understand their views and address any specific concerns.
The company plans to provide an update within six months, adhering to the UK Corporate Governance Code.
|
Resolution * indicates Special Resolution |
For (No. of shares) |
For (%) |
Against (No. of shares) |
Against (%) |
Votes Withheld (No. of shares) |
Total issued share capital instructed |
|
1. To receive the Annual Report and Accounts. |
220,565,058 |
100.00% |
3,862 |
0.00% |
383,936 |
220,952,856 |
|
2. To declare a final dividend of 0.95 pence per ordinary share. |
181,222,179 |
82.02% |
39,724,722 |
17.98% |
5,955 |
220,952,856 |
|
3. To approve the Annual Statement from the Remuneration Committee Chair and the Annual Report on Remuneration. |
220,771,700 |
99.93% |
153,625 |
0.07% |
27,531 |
220,952,856 |
|
4. To re-elect Annette Andrews as a Director. |
203,657,715 |
92.20% |
17,228,651 |
7.80% |
66,490 |
220,952,856 |
|
5. To re-elect John (known as Jack) Callaway as a Director. |
203,711,529 |
92.20% |
17,222,818 |
7.80% |
18,509 |
220,952,856 |
|
6. To re-elect Guy Gittins as a Director. |
220,814,310 |
99.95% |
120,556 |
0.05% |
17,990 |
220,952,856 |
|
7. To re-elect Christopher Hough as a Director |
220,816,031 |
99.97% |
68,835 |
0.03% |
67,990 |
220,952,856 |
|
8. To re-elect Nigel Rich as a Director. |
184,315,847 |
83.43% |
36,618,500 |
16.57% |
18,509 |
220,952,856 |
|
9. To re-elect Peter Rollings as a Director |
216,504,832 |
98.02% |
4,381,534 |
1.98% |
66,490 |
220,952,856 |
|
10. To re-elect Rosie Shapland as a Director. |
203,663,548 |
92.18% |
17,272,818 |
7.82% |
16,490 |
220,952,856 |
|
11. To re-appoint BDO LLP as auditors of the Company. |
220,872,928 |
99.99% |
17,938 |
0.01% |
61,990 |
220,952,856 |
|
12. To authorise the Audit Committee to determine the remuneration of the Company’s auditors. |
220,879,447 |
99.97% |
67,454 |
0.03% |
5,955 |
220,952,856 |
|
13. To authorise the Company to make political donations. |
165,667,774 |
75.40% |
54,050,082 |
24.60% |
1,235,000 |
220,952,856 |
|
14. To authorise the Directors to allot ordinary shares. |
141,952,998 |
67.50% |
68,335,248 |
32.50% |
11,955 |
210,300,201 |
|
15. To authorise the disapplication of pre-emption rights.* |
141,777,180 |
67.43% |
68,486,009 |
32.57% |
27,012 |
210,290,201 |
|
16. To authorise the additional disapplication of pre-emption rights.* |
141,602,776 |
67.35% |
68,660,413 |
32.65% |
27,012 |
210,290,201 |
|
17. To authorise the Company to purchase its own ordinary shares.* |
219,594,527 |
99.99% |
17,906 |
0.01% |
1,340,423 |
220,952,856 |
|
18. To authorise the Company to hold general meetings on not less than 14 clear days’ notice.* |
203,441,476 |
92.08% |
17,505,425 |
7.92% |
5,955 |
220,952,856 |
Significant Votes Against Resolutions
Resolution 13 – The Company does not give any money for political purposes in the UK nor does it make any donations to UK political organisations or incur UK political expenditure. However, in line with UK market practice, the authority is requested as a precautionary measure as the definitions of political donations and political expenditure used in the UK Companies Act 2006 are very wide, to ensure that the Company does not inadvertently breach the relevant provisions of the UK Companies Act.
Resolution 14 – The allotment authority under Resolution 14 falls within the Investment Association’s Share Capital Management Guidelines and was consistent with the approach taken by the Company at the prior AGM.
Resolutions 15 and 16 – The authority to disapply pre-emption rights under Resolutions 15 and 16 falls within the Pre-Emption Group’s Statement of Principles, as revised in November 2022, and was consistent with the approach taken by the Company at the prior AGM. The Company notes that one of its larger shareholders is not supportive of this authority as a matter of general policy.
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