Result of AGM
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Vp plc (the "Company") announces that at its Annual General Meeting ("AGM") held today, all resolutions set out in the notice of the AGM were passed by the requisite majority of votes by shareholders by way of a poll.
The full text of the resolutions proposed at the AGM is included in the Company's Notice of AGM published on 25 June 2024, which is available on the Investors section of the Company's website at https://www.vpplc.com/investors/.
The results of the poll for each resolution were as follows:
| VOTES FOR | % | VOTES AGAINST | % | TOTAL SHARES VOTED | % OF ISSUED SHARE CAPITAL VOTED | VOTES WITHHELD | |
|---|---|---|---|---|---|---|---|
| ORDINARY RESOLUTIONS | |||||||
| 1. To receive the Company's financial statements and the reports of the Directors together with the Auditor's Report for the year ended 31 March 2024 | 32,561,824 | 100.00% | 1,500 | 0.00% | 32,563,324 | 81.10% | - |
| 2. To declare a final dividend of 27.5 pence per ordinary share | 32,563,324 | 100.00% | - | 0.00% | 32,563,324 | 81.10% | - |
| 3. To re-elect Jeremy Pilkington as a Director | 30,830,950 | 94.68% | 1,732,124 | 5.32% | 32,563,074 | 81.09% | 250 |
| 4. To re-elect Anna Bielby as a Director | 32,238,812 | 99.00% | 324,012 | 1.00% | 32,562,824 | 81.09% | 500 |
| 5. To re-elect Phil White as a Director | 28,085,124 | 86.25% | 4,477,700 | 13.75% | 32,562,824 | 81.09% | 500 |
| 6. To re-elect Mark Bottomley as a Director | 32,484,699 | 99.76% | 78,125 | 0.24% | 32,562,824 | 81.09% | 500 |
| 7. To re-elect Stuart Watson as a Director | 32,162,564 | 99.76% | 78,125 | 0.24% | 32,240,689 | 80.29% | 322,635 |
| 8. To elect Keith Winstanley as a Director | 32,561,074 | 99.99% | 2,000 | 0.01% | 32,563,074 | 81.09% | 250 |
| 9. To re-appoint PricewaterhouseCoopers LLP as auditor of the Company | 32,514,075 | 99.85% | 48,749 | 0.15% | 32,562,824 | 81.09% | 500 |
| 10. To authorise the directors to determine the auditor's remuneration | 32,561,224 | 100.00% | 1,600 | 0.00% | 32,562,824 | 81.09% | 500 |
| 11. To approve the Directors' Remuneration Report | 32,537,682 | 99.93% | 21,765 | 0.07% | 32,559,447 | 81.09% | 3,877 |
| SPECIAL RESOLUTIONS | |||||||
| 12. To authorise the Company to purchase its own shares | 32,338,726 | 99.32% | 222,443 | 0.68% | 32,561,169 | 81.09% | 2,155 |
| 13. To approve the calling of a general meeting other than an annual general meeting on not less than 14 clear days' notice | 32,503,035 | 99.82% | 59,789 | 0.18% | 32,562,824 | 81.09% | 500 |
| 14. To adopt new Articles of Association | 32,560,447 | 99.99% | 1,877 | 0.01% | 32,562,324 | 81.09% | 900 |
| ADDITIONAL ORDINARY RESOLUTION | |||||||
| 15. To authorise the Company to use electronic communications | 32,550,244 | 99.99% | 3,912 | 0.01% | 32,554,156 | 81.07% | 9,168 |
Ackers P Investment Company Limited (a company of which Jeremy Pilkington is a director of) is regarded as a controlling shareholder of the Company for the purposes of the Listing Rules, and each resolution to re-elect independent non-executive directors (resolutions 5, 6 and 7) have under Listing Rule 9.2.2E been approved by a majority of the votes cast by:
- the shareholders of the Company as a whole; and
- the independent shareholders of the Company, that is, all the shareholders entitled to vote on each resolution excluding the controlling shareholder.
Votes cast by shareholders excluding the controlling shareholder are shown below:
| RESOLUTION | VOTES FOR | % | VOTES AGAINST | % | TOTAL SHARES VOTED | % OF ISSUED SHARE CAPITAL VOTED | VOTES WITHHELD |
|---|---|---|---|---|---|---|---|
| 5. To re-elect Phil White as a Director | 7,903,713 | 63.84% | 4,477,700 | 36.16% | 12,381,413 | 30.83% | 500 |
| 6. To re-elect Mark Bottomley as a Director | 12,303,288 | 99.37% | 78,125 | 0.63% | 12,381,413 | 30.83% | 500 |
| 7. To re-elect Stuart Watson as a Director | 11,981,153 | 99.35% | 78,125 | 0.65% | 12,059,278 | 30.03% | 322,635 |
Notes:
- All resolutions were passed.
- Any proxy appointments giving discretion to the Chairman of the AGM have been included in the "For" total.
- A vote "Withheld" is not a vote in law and is not counted in the calculation of percentage of shares voted "For" or "Against" any resolution nor in the calculation of the "% of issued share capital voted" for any resolution.
- The Company's total of ordinary shares in issue (total voting rights) on 24 June 2024, being the time at which a person had to be registered in the Company's register of members in order to vote at the AGM, was 40,154,253 ordinary shares of 5 pence each. Ordinary shareholders are entitled to one vote per ordinary share held.
- The total number of ordinary shares held by shareholders excluding the controlling shareholder on 24 June 2024 was 19,972,842.
- In accordance with paragraph 9.6.2 of the Listing Rules, a copy of the resolutions passed at the AGM will shortly be submitted to the National Storage Mechanism and will be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
- A copy of this announcement will be available on the Company's website at https://www.vpplc.com/investors/.
Sarah (Sally) Jones, Company Secretary
Vp plc
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