Last checked at 18 Nov 2021 15:01
Close Brothers Group plc
AGM Results and Statement
At the Annual General Meeting ("AGM") of Close Brothers Group plc (the "Company") held on 18th November 2021 at 11am, 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 (the "Notice"). Resolutions 1 to 20 were passed as ordinary resolutions. Resolutions 21 to 25 were passed as special resolutions. As more than 50 per cent of the total shares of the Company were represented at the AGM, in line with the Remuneration Code, Resolution 26 was required to be approved by a majority of at least 66 per cent of the shares represented at the AGM.
The following votes were cast in respect of the AGM resolutions:
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Ordinary Resolutions | Total Votes For | % For | Total Votes Against | % Against | Total Votes Cast | % of Issued Share Capital Voted | Votes Withheld |
1. | To receive and adopt the Company's 2021 Annual Report and Accounts | 124,651,558 | 100.00 | 2,426 | 0.00 | 124,653,984 | 82.89% | 253,882 |
2. | To approve the Directors' Remuneration Report (excluding the Directors' Remuneration Policy) for the financial year ended 31 July 2021 | 121,785,594 | 97.80 | 2,736,118 | 2.20 | 124,521,712 | 82.80% | 386,154 |
3. | To approve the Directors' Remuneration Policy | 102,486,257 | 84.22 | 19,202,706 | 15.78 | 121,688,963 | 80.91% | 3,218,903 |
4. | To authorise the payment of a final dividend on the ordinary shares of 42.0 pence per share | 124,844,673 | 99.95 | 63,066 | 0.05 | 124,907,739 | 83.05% | 127 |
5. | To reappoint Mike Biggs as a Director of the Company | 122,889,865 | 98.32 | 2,101,518 | 1.68 | 124,991,383 | 83.11% | 2,499 |
6. | To reappoint Adrian Sainsbury as a Director of the Company | 124,988,768 | 100.00 | 2,615 | 0.00 | 124,991,383 | 83.11% | 2,499 |
7. | To reappoint Mike Morgan as a Director of the Company | 124,955,974 | 99.97 | 35,536 | 0.03 | 124,991,510 | 83.11% | 2,372 |
8. | To reappoint Oliver Corbett as a Director of the Company | 122,918,555 | 98.34 | 2,072,828 | 1.66 | 124,991,383 | 83.11% | 2,499 |
9. | To reappoint Peter Duffy as a Director of the Company | 122,888,391 | 98.32 | 2,101,987 | 1.68 | 124,990,378 | 83.11% | 3,504 |
10. | To reappoint Patricia Halliday as a Director of the Company | 124,988,277 | 100.00 | 3,375 | 0.00 | 124,991,652 | 83.11% | 2,230 |
11. | To reappoint Lesley Jones as a Director of the Company | 122,349,289 | 97.89 | 2,642,363 | 2.11 | 124,991,652 | 83.11% | 2,230 |
12. | To reappoint Bridget Macaskill as a Director of the Company | 121,662,226 | 97.34 | 3,329,779 | 2.66 | 124,992,005 | 83.11% | 1,877 |
13. | To reappoint Tesula Mohindra as a Director of the Company | 124,989,037 | 100.00 | 2,615 | 0.00 | 124,991,652 | 83.11% | 2,230 |
14. | To reappoint Mark Pain as a Director of the Company | 124,986,403 | 100.00 | 4,480 | 0.00 | 124,990,883 | 83.11% | 2,999 |
15. | To reappoint Sally Williams as a Director of the Company | 122,918,564 | 98.34 | 2,073,088 | 1.66 | 124,991,652 | 83.11% | 2,230 |
16. | To reappoint PricewaterhouseCoopers LLP as auditor of the Company | 124,076,271 | 99.34 | 830,604 | 0.66 | 124,906,875 | 83.05% | 991 |
17. | To authorise the Audit Committee, acting for and on behalf of the Board, to determine the remuneration of the auditor | 124,877,564 | 99.98 | 28,500 | 0.02 | 124,906,064 | 83.05% | 1,802 |
18. | To authorise the Board to allot shares in the Company and to grant rights to subscribe for or convert any security into shares (within prescribed limits) (see Notice) | 119,616,556 | 95.76 | 5,289,900 | 4.24 | 124,906,456 | 83.05% | 1,413 |
19. | To authorise the Board to allot shares in the Company and to grant rights to subscribe for or convert any security into shares in relation to any issue of AT1 securities (within prescribed limits) (see Notice) | 121,715,314 | 97.45 | 3,190,213 | 2.55 | 124,905,527 | 83.05% | 2,339 |
20. | That (a) the Close Brothers Group plc Sharesave Plan 2021 be approved; and (b) the Board be authorised to adopt further plans (see Notice) | 124,836,606 | 99.95 | 60,848 | 0.05 | 124,897,454 | 83.05% | 10,412 |
| Special Resolutions |
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21. | That, if resolution 18 granting authority to allot shares is passed, the Board be given power to allot equity securities for cash up to an aggregate nominal amount equal to 5% of the Company's issued share capital (see Notice) | 121,057,348 | 96.92 | 3,848,655 | 3.08 | 124,906,003 | 83.05% | 1,863 |
22. | That, if resolution 18 granting authority to allot shares is passed, the Board be given power to allot equity securities for cash up to an aggregate nominal amount equal to a further 5% of the Company's issued share capital (see Notice) | 109,965,120 | 88.04 | 14,940,883 | 11.96 | 124,906,003 | 83.05% | 1,863 |
23. | That, if resolution 19 granting authority to allot AT1 securities is passed, the Board be given power to allot equity securities for cash (see Notice) | 121,714,808 | 97.44 | 3,191,426 | 2.56 | 124,906,234 | 83.05% | 1,632 |
24. | That the Company be authorised to make one or more market purchases of its ordinary shares of 25p each (see Notice) | 123,759,515 | 99.10 | 1,121,993 | 0.90 | 124,881,508 | 83.04% | 26,358 |
25. | That a general meeting other than an annual general meeting may be called on not less than 14 clear days' notice | 122,521,105 | 98.09 | 2,385,971 | 1.91 | 124,907,076 | 83.05% | 790 |
| Resolution with the voting threshold set out in the Notice |
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26. | To authorise the Company and its subsidiaries (the "Group") to apply a ratio in relation to the fixed and variable components of remuneration for certain Directors and employees of the Group (see Notice) | 124,177,526 | 99.99 | 15,599 | 0.01 | 124,193,125 | 82.58% | 714,741 |
NOTES:
1. 'Total Votes For' include votes recorded as at the discretion of the Chairman of the meeting.
2. The 'Vote Withheld' option was provided to enable shareholders to refrain from voting on any particular resolution. A vote withheld is not a vote in law and has not been counted in the calculation of the proportion of the vote 'For' and 'Against' a resolution.
3. For the purposes of the AGM, the issued share capital of the Company was 150,392,803 ordinary shares (excluding 1,667,487 treasury shares).
4. The full text of the resolutions is detailed in the Notice of Annual General Meeting available on the Company website at
www.closebrothers.com/investor-relations/shareholder-information/annual-general-meeting.
Helen Thorpe
Head of Secretariat
Close Brothers Group plc
LEI code: 213800W73SYHR14I3X91
18 November 2021
07725 216541