Last checked at 13 Jun 2019 15:58
13 JUNE 2019
JUST Group plc
(the "Company")
RESULTS OF ANNUAL GENERAL MEETING HELD ON 13 JUNE 2019
The Company announces the results of the poll taken at the Annual General Meeting of the Company ("AGM") held earlier today at Andaz London Liverpool Street, 40 Liverpool Street, London, EC2M 7QN.
All resolutions proposed in the notice of the AGM were duly passed on a poll.
Full details of the results of the poll are set out below:
Resolutions | For | Against | % OF issued share capiTal VOTED (exc. VOTES WITHELD)
| No. of votes Withheld | |||
Ordinary Resolutions: | No. of votes | % of votes | No. of votes | % of votes | |||
1. | To receive 2018 Annual Report and Accounts. | 842,563,228 | 100.00 | 24,459 | 0.00 | 81.40 | 586,848 |
2. | To receive and approve the Directors' Remuneration Report for the year ended 31 December 2018 in the form set out in the 2018 Annual Report and Accounts. | 733,556,657 | 87.00 | 109,593,150 | 13.00 | 81.46 | 24,728 |
3. | To re-elect Chris Gibson-Smith as a Director of the Company. | 608,537,871 | 72.34 | 232,648,862 | 27.66 | 81.27 | 1,987,802 |
4. | To re-elect Paul Bishop as a Director of the Company. | 818,446,423 | 97.30 | 22,730,449 | 2.70 | 81.27 | 1,997,663 |
5. | To re-elect Ian Cormack as a Director of the Company. | 831,008,838 | 98.56 | 12,128,389 | 1.44 | 81.46 | 37,308 |
6. | To re-elect Michael Deakin as a Director of the Company. | 839,765,515 | 99.60 | 3,370,225 | 0.40 | 81.46 | 38,795 |
7. | To re-elect Steve Melcher as a Director of the Company. | 839,826,945 | 99.61 | 3,308,795 | 0.39 | 81.46 | 38,795 |
8. | To re-elect Keith Nicholson as a Director of the Company. | 835,605,000 | 99.11 | 7,532,740 | 0.89 | 81.46 | 36,795 |
9. | To re-elect David Richardson as a Director of the Company. | 839,125,931 | 99.52 | 4,021,077 | 0.48 | 81.46 | 27,527 |
10. | To re-elect Clare Spottiswoode as a Director of the Company. | 839,585,988 | 99.81 | 1,594,371 | 0.19 | 81.27 | 1,994,176 |
11. | To appoint KPMG LLP as the Company's Auditor. | 819,603,706 | 97.33 | 22,515,482 | 2.67 | 81.36 | 1,055,347 |
12. | To authorise the Audit Committee to determine the remuneration of the Company's Auditor. | 837,529,563 | 99.46 | 4,587,151 | 0.54 | 81.36 | 1,057,821 |
13. | To renew the authority to make political donations and expenditure. | 833,183,860 | 98.82 | 9,977,159 | 1.18 | 81.46 | 13,516 |
14. | To renew the authority to allot shares. | 665,300,702 | 78.91 | 177,858,251 | 21.09 | 81.46 | 15,582 |
Special ResolutionS: | |||||||
15. | To renew the power to disapply pre-emption rights. | 719,659,670 | 85.35 | 123,500,186 | 14.65 | 81.46 | 14,679 |
16. | To renew the authority to grant additional power to disapply pre-emption rights. | 643,707,469 | 76.34 | 199,453,407 | 23.66 | 81.46 | 13,659 |
17. | To renew the authority of the Company to purchase Company shares. | 829,716,582 | 98.42 | 13,289,832 | 1.58 | 81.44 | 168,121 |
18. | To renew the approval of a shorter notice period for general meetings. | 828,956,028 | 98.31 | 14,212,863 | 1.69 | 81.46 | 5,647 |
Statement regarding voting result
The Board is pleased that all of the resolutions which were put to shareholders at the AGM were passed.
However, the Board notes that a significant number of shareholders voted against resolutions 3, 14 and 16, with the result that such resolutions fell below the 80% threshold. In accordance with provision 4 of the 2018 UK Corporate Governance Code, the Board confirms that it will consult and engage with shareholders to understand and discuss their concerns with respect to such resolutions and why they voted against such resolutions. We will provide an update within six months of the AGM, in accordance with the 2018 UK Corporate Governance Code.
Full details of the resolutions passed, together with explanatory notes, are set out in the Notice of Annual General Meeting dated 10 May 2019, which is available at www.justgroupplc.co.uk
Copies of the resolutions passed at the meeting will shortly be available to view in accordance with Listing Rule 9.6.2 on the FCA's National Storage Mechanism, at: www.morningstar.co.uk/uk/NSM
Notes:
(a) All resolutions were passed.
(b) The votes "For" and "Against" are expressed in percentage of the votes received.
(c) Votes "For" include those votes giving the Chairman discretion.
(d) A "vote withheld" is not counted towards the votes cast "for" or "against" a resolution.
(e) The total number of shares in issue on 13 June 2019 was 1,035,081,664 ordinary shares of 10 pence each.
Enquiries:
David Whitehead
Interim Group Company Secretary
Just Group plc
+44 (0) 207 444 8401
13 June 2019