Results of Annual General Meeting and retirement of Director

05 May 2016

Results of AGM

At the Annual General Meeting of the Company held on 5 May 2016, all resolutions put to shareholders were duly passed on a poll with the required majorities. The full text of each resolution is contained in the Notice of Annual General Meeting. Resolutions 1 to 17 inclusive were passed as ordinary resolutions. Resolutions 18 to 20 were passed as special resolutions.

The total number of ordinary shares in issue (excluding shares held in treasury) at the close of business on 4 May 2016 was 634,801,973.

The final votes received in respect of each resolution put to the meeting were as set out below.

Votes for
Total number
of votes validly
% of the
issued share
represented by
votes validly cast
Ordinary Resolutions
1 To receive and adopt the Annual Report & Accounts 462,285,442 98.46 7,221,369 1.54 469,506,811 73.96 3,498,091
2 To approve the Directors' Remuneration Report 456,012,247 97.67 10,876,601 2.33 466,888,848 73.55 6,115,054
3 To approve the Directors' Remuneration Policy 455,170,496 96.25 17,736,754 3.75 472,907,250 74.50 97,652
4 To declare a final dividend 472,927,951 100.00 4,851 0.00 472,932,802 74.50 72,100
5 To elect Andrew Cripps 466,121,928 98.57 6,779,161 1.43 472,901,089 74.50 103,813
6 To elect Geoff Drabble 468,062,311 98.98 4,839,622 1.02 472,901,933 74.50 102,969
7 To re-elect Richard Pennycook 466,740,220 98.70 6,164,975 1.30 472,905,195 74.50 99,707
8 To re-elect Matthew Ingle 468,568,328 99.08 4,358,780 0.92 472,927,108 74.50 77,794
9 To re-elect Mark Robson 467,658,658 98.89 5,268,794 1.11 472,927,452 74.50 77,450
10 To re-elect Michael Wemms 463,289,281 97.97 9,615,802 2.03 472,905,083 74.50 99,819
11 To re-elect Tiffany Hall 465,913,071 98.52 6,986,092 1.48 472,899,163 74.50 105,739
12 To re-elect Mark Allen 470,176,084 99.42 2,728,829 0.58 472,904,913 74.50 99,989
13 To re-appoint Deloitte LLP as the Auditor 450,323,214 95.22 22,605,649 4.78 472,928,863 74.50 76,039
14 To authorise the Directors to determine the remuneration of the Auditor 465,840,802 98.50 7,079,924 1.50 472,920,726 74.50 83,676
15 To renew authority to make political donations 468,157,556 99.01 4,677,793 0.99 472,835,349 74.49 167,503
16 To approve amendments to the Long Term Incentive Plan 449,502,450 96.91 14,354,878 3.09 463,857,328 73.07 9,146,324
17 To renew the Directors' authority to allot shares 432,805,489 91.68 39,290,575 8.32 472,096,064 74.37 908,838
Special Resolutions
18 To renew the Directors' authority for the disapplication of pre-emption rights 463,647,760 99.99 66,436 0.01 463,714,196 73.05 9,290,706
19 To renew the Directors' authority to make market purchases of the Company's own shares 465,311,129 98.38 7,678,086 1.62 472,989,215 74.51 15,687
20 To authorise general meetings to be held on 14 clear days' notice 438,003,326 92.62 34,904,497 7.38 472,907,823 74.50 97,079

*A vote "withheld" is not a vote in law. Votes "withheld" were not counted in the calculation of the proportion of the votes for and against each of the resolutions.

In accordance with the Listing Rules, a copy of the resolutions passed, other than ordinary business, will be submitted to the National Storage Mechanism and will be available for inspection at

Full details of the poll results will also be available on the Company's website:

Retirement of Director

As previously announced, Will Samuel stood down from the Board following the conclusion of the AGM. As a result of this retirement, Richard Pennycook assumed the role of Non-Executive Chairman and relinquished his role as Chair of the Audit Committee, as well as his membership of the Audit and Remuneration Committees. Andrew Cripps, who the Board considers has the necessary financial, audit and accounting expertise, has assumed the role of Chair of the Audit Committee.


Forbes McNaughton, Company Secretary: +44 (0)207 535 1137


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