NCC GROUP PLC
RESULTS OF THE 2020 ANNUAL GENERAL MEETING
Annual General Meeting
At the Annual General Meeting ("AGM") of NCC Group plc (the "Company") held at 10.30 am at XYZ Building, 2 Hardman Boulevard, Spinningfields, Manchester, M3 3AQ on 20 October 2020, shareholders duly passed all of the resolutions proposed. Each of the resolutions put to the AGM were voted on by way of a poll.
Resolutions 1 to 14 and resolutions 19 to 22 were passed as ordinary resolutions and resolutions 15 to 18 were passed as special resolutions. The results of the poll incorporating proxy votes lodged in advance of the meeting are set out below (rounded to 2 decimal places).
| |
|
Votes for |
% |
Votes against |
% |
Total votes cast |
% of ISC voted |
Votes withheld |
|
| 1. |
To receive the report and accounts |
|
100.00 |
0 |
0.00 |
205,722,097 |
73.45% |
5,431,721 |
|
| 2. |
To approve the directors' remuneration report (other than the directors' remuneration policy) for the year ended 31 May 2020 |
102,161,835 |
51.53 |
96,087,573 |
48.47 |
198,249,408 |
70.78% |
12,904,409 |
|
| 3. |
To approve the Directors' remuneration policy (as contained in the Directors' Remuneration Report for the year ended 31 May 2020) |
163,090,941 |
81.44 |
37,158,392 |
18.56 |
200,249,333 |
71.50% |
10,904,484 |
|
| 4. |
To declare a final dividend of 3.15p per share |
211,153,619 |
100.00 |
0 |
0.00 |
211,153,619 |
75.39% |
199 |
|
| 5. |
To re-appoint KPMG as auditor |
205,894,275 |
99.99 |
13,942 |
0.01 |
205,908,217 |
73.52% |
5,245,601 |
|
| 6. |
To authorise the Audit Committee to determine the auditor's remuneration |
211,143,809 |
100.00 |
7,827 |
0.00 |
211,151,636 |
75.39% |
2,182 |
|
| 7. |
To re-elect Adam Palser as a Director |
211,100,615 |
99.98 |
49,536 |
0.02 |
211,150,151 |
75.39% |
3,667 |
|
| 8. |
To re-elect Chris Stone as a Director |
204,983,851 |
99.55 |
921,846 |
0.45 |
205,905,697 |
73.52% |
5,248,120 |
|
| 9. |
To re-elect Jonathan Brooks as a Director |
183,894,717 |
87.09 |
27,256,383 |
12.91 |
211,151,100 |
75.39% |
2,718 |
|
| 10. |
To re-elect Chris Batterham as a Director |
202,341,540 |
95.83 |
8,807,577 |
4.17 |
211,149,117 |
75.39% |
4,701 |
|
| 11. |
To re-elect Jennifer Duvalier as a Director |
202,341,648 |
95.83 |
8,808,503 |
4.17 |
211,150,151 |
75.39% |
3,667 |
|
| 12. |
To re-elect Mike Ettling as a Director |
211,111,184 |
99.98 |
37,933 |
0.02 |
211,149,117 |
75.39% |
4,701 |
|
| 13. |
To re-elect Tim Kowalski as a Director |
205,386,342 |
99.75 |
518,322 |
0.25 |
205,904,664 |
73.52% |
5,249,154 |
|
| 14. |
To authorise the Directors to allot shares |
204,373,637 |
96.80 |
6,766,655 |
3.20 |
211,140,292 |
75.39% |
13,526 |
|
| 15. |
To authorise the Directors to disapply pre-emption rights up to 5% of the issue share capital |
204,646,266 |
96.92 |
6,503,226 |
3.08 |
211,149,492 |
75.39% |
4,326 |
|
| 16. |
To authorise the Directors to disapply pre-emption rights for an additional 5% in relation to an acquisition or capital investment |
199,403,091 |
94.44 |
11,746,401 |
5.56 |
211,149,492 |
75.39% |
4,326 |
|
| 17. |
To authorise the purchase of own shares pursuant to s.701 of the Companies Act 2006 |
205,744,378 |
97.51 |
5,263,583 |
2.49 |
211,007,961 |
75.34% |
145,857 |
|
| 18. |
To reduce the notice period required for General Meetings |
206,554,782 |
97.83 |
4,592,082 |
2.17 |
211,146,864 |
75.39% |
6,954 |
|
| 19. |
To authorise the making of political donations and incurring political expenditure |
193,404,025 |
91.65 |
17,618,642 |
8.35 |
211,022,667 |
75.34% |
131,151 |
|
| 20. |
To approve the adoption of the NCC Group plc 2020 Long Term Incentive Plan |
199,361,756 |
94.42 |
11,775,327 |
5.58 |
211,137,083 |
75.39% |
16,735 |
|
| 21. |
To approve the adoption of the NCC Group plc 2020 Restricted Share Plan |
199,361,756 |
94.42 |
11,775,327 |
5.58 |
211,137,083 |
75.39% |
16,735 |
|
| 22. |
To approve the adoption of the NCC Group plc 2020 Deferred Annual Bonus Share Plan |
204,639,610 |
96.92 |
6,500,817 |
3.08 |
211,140,427 |
75.39% |
13,391 |
Resolution 2
Following recent engagement on our Remuneration Report with approximately 25 of our larger shareholders, we would like to thank those that took the time to discuss their views with us. We were reassured that the vast majority with whom we consulted agreed that our policy and our plans for its implementation in 2020/21 were appropriate, though we acknowledge a significant minority of shareholders did not agree.
Following the AGM, the Remuneration Committee will continue to engage with shareholders to fully understand their concerns and will consider the full range of feedback. We will publish an update on our engagement, in accordance with the UK Corporate Governance Code, within six months of the 2020 AGM.
Notes:
1. Any proxy appointments which gave discretion to the chairman of the meeting have been included in the 'For' total.
2. A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes "for" and "against" a resolution, nor in the calculation of "total votes cast" for any resolution.
3. The issued share capital of the Company as at the date of the AGM was 280,076,324 ordinary shares.
4. The full text of the resolutions can be found in the Notice of Annual General Meeting which is available for inspection at the National Storage Mechanism www.morningstar.co.uk/uk/nsm and on the Company's website.
In accordance with Listing Rule 9.6.2, copies of the resolutions passed as special business of the meeting will be uploaded to the National Storage Mechanism and will shortly be available for inspection at www.morningstar.co.uk/uk/nsm.
For enquiries please contact:
Jonathan Williams
Deputy Company Secretary
0161 209 5374
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