Last checked at 9 Feb 2017 16:13
The Paragon Group of Companies PLC:
Result of Annual General Meeting
The Annual General Meeting ("AGM") of The Paragon Group of Companies PLC was held today at 9.00am at the offices of Jefferies International Limited, Vintners Place, 68 Upper Thames Street, London, EC4V 3BJ.
All resolutions were passed on a poll and the polling results for each resolution are set out below:
Resolutions | Votes For | % of Votes Cast For | Votes Against | % of Votes Cast Against | Votes Total | % of ISC Voted | VotesWithheld |
1. To receive and consider the Company's Annual Report and Accounts for the year ended 30 September 2016, the Strategic Report and the Reports of the Directors and the Auditors.
| 198,542,356 | 97.40 | 5,294,551 | 2.60 | 203,836,907 | 73.59 | 1,403,082 |
2. To consider and approve the Directors' Remuneration Report for the year ended 30 September 2016, excluding the Directors' Remuneration Policy.
| 202,523,512 | 99.13 | 1,772,831 | 0.87 | 204,296,343 | 73.75 | 943,646 |
3. To consider and approve the Directors' Remuneration Policy, to take effect from the date of this AGM.
| 195,090,537 | 95.06 | 10,145,210 | 4.94 | 205,235,747 | 74.09 | 4,242 |
4. To declare a final dividend of 9.2p per share.
| 205,234,408 | 100.00 | 4,581 | 0.00 | 205,238,989 | 74.10 | 1,000 |
5. To reappoint as a director of the Company Mr R G Dench.
| 196,003,873 | 96.15 | 7,844,152 | 3.85 | 203,848,025 | 73.59 | 1,391,964 |
6. To reappoint as a director of the Company Mr N S Terrington.
| 194,839,883 | 94.93 | 10,397,353 | 5.07 | 205,237,236 | 74.09 | 2,753 |
7. To reappoint as a director of the Company Mr R J Woodman.
| 202,476,925 | 98.66 | 2,760,311 | 1.34 | 205,237,236 | 74.09 | 2,753 |
8. To reappoint as a director of the Company Mr J A Heron.
| 202,467,934 | 98.65 | 2,768,262 | 1.35 | 205,236,196 | 74.09 | 3,793 |
9. To reappoint as a director of the Company Mr A K Fletcher.
| 200,194,597 | 97.54 | 5,042,754 | 2.46 | 205,237,351 | 74.09 | 2,638 |
10. To reappoint as a director of the Company Mr P J N Hartill.
| 204,779,933 | 99.78 | 458,016 | 0.22 | 205,237,949 | 74.09 | 2,040 |
11. To reappoint as a director of the Company Ms F J Clutterbuck.
| 204,939,627 | 99.85 | 299,362 | 0.15 | 205,238,989 | 74.10 | 1,000 |
12. To reappoint as a director of the Company Mr H R Tudor.
| 203,600,163 | 99.20 | 1,638,826 | 0.80 | 205,238,989 | 74.10 | 1,000 |
13. To reappoint KPMG LLP as auditors.
| 205,231,504 | 100.00 | 6,985 | 0.00 | 205,238,489 | 74.10 | 1,500 |
14. To authorise the directors to fix the remuneration of the auditors.
| 205,182,245 | 99.97 | 56,642 | 0.03 | 205,238,887 | 74.10 | 1,102 |
15. THAT the amendments to the rules of the Paragon Performance Share Plan 2013 be approved and the Board be authorised to adopt those amendments.
| 205,129,910 | 99.97 | 65,363 | 0.03 | 205,195,273 | 74.08 | 44,716 |
16. THAT the Board is generally and unconditionally authorised to allot shares in the Company.
| 203,519,541 | 99.16 | 1,718,833 | 0.84 | 205,238,374 | 74.10 | 1,615 |
17. THAT, the Board be authorised to disapply pre-emption rights on up to five percent of the issued share capital (excluding treasury shares).
| 205,162,918 | 99.97 | 67,298 | 0.03 | 205,230,216 | 74.09 | 9,773 |
18. THAT, the Board be authorised to disapply pre-emption rights on an additional five percent of the issued share capital (excluding treasury shares).
| 183,664,823 | 89.49 | 21,564,093 | 10.51 | 205,228,916 | 74.09 | 11,073 |
19. THAT the Company is generally and unconditionally authorised to make market purchases.
| 203,570,555 | 99.20 | 1,645,224 | 0.80 | 205,215,779 | 74.09 | 24,210 |
20. THAT, the Board be authorised to allot shares and grant rights to subscribe for or to convert any security into shares in connection with the issue of Additional Tier 1 Securities.
| 203,930,361 | 99.37 | 1,301,955 | 0.63 | 205,232,316 | 74.09 | 7,673 |
21. THAT, the Board be authorised to disapply pre-emption rights in relation to the issue of Additional Tier 1 Securities.
| 203,875,992 | 99.34 | 1,357,260 | 0.66 | 205,233,252 | 74.09 | 6,737 |
22. THAT a general meeting other than an annual general meeting may be called on not less than 14 clear days' notice.
| 199,829,546 | 97.36 | 5,408,296 | 2.64 | 205,237,842 | 74.09 | 2,147 |
23. THAT Paragon Bank PLC be authorised to remove the ratio to the fixed and variable components of remuneration for those individuals classified as Material Risk Takers.
| 202,600,894 | 98.73 | 2,608,139 | 1.27 | 205,209,033 | 74.08 | 30,956 |
Notes:
(a) The votes "for" include those votes giving the Chairman discretion.
(b) A vote "withheld" is not counted towards the votes cast "for" or "against" a resolution.
(c) The issued share capital figure used to calculate the percentage voted is 276,993,241. This is the figure as at 7 February 2017 and excludes the number of ordinary shares held in treasury on the Register of Members as at that date.
(d) Resolutions 1 to 16 (inclusive) and 20 were ordinary resolutions. Resolutions 17, 18, 19, 21 and 22 were special resolutions and resolution 23 was a 'shareholders' resolution. Resolution 23 was subject to special procedural rules. Shares representing (in person or by proxy) more than 50% of the total voting rights were cast at the AGM and in this circumstances the resolution required 66% or more of the represented shareholders voting in favour.
In accordance with paragraph 9.6.2 of the Listing Rules, a copy of the resolutions passed at the meeting concerning special business will shortly be available for inspection at the National Storage Mechanism at www.morningstar.co.uk/uk/NSM.
Enquiries:
Pandora Sharp, Company Secretary
0121 712 2075