Result of AGM
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The Company announces that at its AGM held on Wednesday, 20 November 2024, all resolutions set out in the Notice of AGM were passed on a poll.
Resolutions 1 to 13 were passed as Ordinary Resolutions and Resolutions 14 to 17 were passed as Special Resolutions. The following table sets out the votes cast on each resolution:
| Resolutions | In Favour Votes | % | Against Votes | % | Abstentions Votes | Total no. of shares in respect of which proxies were validly made |
|---|---|---|---|---|---|---|
| 1. To receive the accounts and reports of the Directors and auditor for the year ended 30 June 2024. | 48,715,066 | 99.86% | 68,187 | 0.14% | 760,636 | 48,783,253 |
| 2. To approve the Directors' Remuneration Report for the year ended 30 June 2024, as set out on pages 80 to 102 of the Company's Annual Report 2024. | 44,982,186 | 95.44% | 2,150,030 | 4.56% | 2,411,673 | 47,132,216 |
| 3. To declare a final dividend of 21.7 pence per Ordinary Share. | 49,429,218 | 99.78% | 111,106 | 0.22% | 3,565 | 49,540,324 |
| 4. To elect Ralph Heuser as a Director of the Company. | 49,525,242 | 99.98% | 9,158 | 0.02% | 9,489 | 49,534,400 |
| 5. To re-elect Jorgen Kokke as a Director of the Company. | 48,804,368 | 99.96% | 19,937 | 0.04% | 719,584 | 48,824,305 |
| 6. To re-elect Iain Ferguson CBE as a Director of the Company. | 43,344,621 | 91.50% | 4,028,280 | 8.50% | 2,170,988 | 47,372,901 |
| 7. To re-elect Alison Henriksen as a Director of the Company. | 49,520,576 | 99.97% | 14,650 | 0.03% | 8,663 | 49,535,226 |
| 8. To re-elect Lysanne Gray as a Director of the Company. | 49,310,033 | 99.55% | 224,873 | 0.45% | 8,983 | 49,534,906 |
| 9. To re-elect Lesley Knox as a Director of the Company. | 48,459,775 | 97.83% | 1,075,331 | 2.17% | 8,783 | 49,535,106 |
| 10. To re-elect Jason Chin as a Director of the Company. | 49,313,906 | 99.55% | 223,285 | 0.45% | 6,698 | 49,537,191 |
| 11. To appoint PricewaterhouseCoopers LLP as auditor of the Company. | 48,748,583 | 98.41% | 787,796 | 1.59% | 7,510 | 49,536,379 |
| 12. To authorise the Audit & Risk Committee of the Board to determine the remuneration of the auditor. | 49,532,211 | 99.99% | 5,813 | 0.01% | 5,865 | 49,538,024 |
| 13. To empower the Directors with limited authority to allot Ordinary Shares. | 46,408,135 | 93.69% | 3,127,159 | 6.31% | 8,595 | 49,535,294 |
| 14. To empower the Directors with limited authority to allot equity securities for cash without first offering them to existing shareholders. | 43,459,967 | 87.75% | 6,066,064 | 12.25% | 17,858 | 49,526,031 |
| 15. To empower the Directors with limited authority to allot additional equity securities for cash without first offering them to existing shareholders provided that this power be used only in connection with an acquisition or other capital investment. | 38,012,173 | 76.94% | 11,395,902 | 23.06% | 135,814 | 49,408,075 |
| 16. To empower the Directors with limited authority to make one or more market purchases of any Ordinary Shares. | 48,788,730 | 98.51% | 736,177 | 1.49% | 18,982 | 49,524,907 |
| 17. To allow a General Meeting other than an Annual General Meeting to be called on not less than 14 clear days' notice. | 48,960,457 | 98.84% | 576,246 | 1.16% | 7,186 | 49,536,703 |
The Board notes that whilst Resolutions 14 and 15 (disapplication of pre-emption rights) were passed with the requisite majority, for the purposes of provision 4 of the UK Corporate Governance Code (the "Code") more than 20% of the votes cast were not in favour of Resolution 15. The Board notes that this resolution reflects and is aligned with the most recent edition of the Pre-Emption Group Guidelines published in 2022 (the "Guidelines") but appreciates and acknowledges that certain shareholders apply their own policies in relation to the disapplication of pre-emption rights which may differ from the Guidelines. The Board will engage with shareholders to better understand the reason behind this voting outcome and, in accordance with the Code, will provide an update within six months of the Annual General Meeting.
A copy of the special business resolutions will be submitted to the National Storage Mechanism and will soon be available to view at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
As at the close of business on 18 November 2024, the total number of ordinary shares of £0.10 each eligible to be voted at the AGM was 66,034,878.
Therefore, the total voting rights in the Company as at that time were 66,034,878. The proportion of the Company's issued share capital represented by the votes validly cast was 75.02%.
Equiniti acted as scrutineer of the poll on all resolutions.
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