05 May 2016
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.
of votes validly
|% of the
votes validly cast
|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|
|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 www.morningstar.co.uk/uk/NSM.
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|