Shaftesbury PLC
Results of AGM
At the Shaftesbury PLC (the "Company") Annual General Meeting ("AGM") held today, the resolutions set out below (with the exception of resolutions 18 and 19) were passed by shareholders voting on a poll.
The Board would like to thank shareholders for their engagement and support ahead of the AGM and throughout the year. While most of the resolutions were passed, with majorities in excess of 95.69%, the Board notes that resolutions 18 (Disapplication of Pre-emption Rights - General) and 19 (Disapplication of Pre-emption Rights - Specific) which were special resolutions requiring a 75% majority, did not receive sufficient support to be passed (receiving votes in favour of 71.95% and 70.97% respectively).
Both of the resolutions followed the provisions of the Pre-Emption Group's Statement of Principles for the disapplication of pre-emption rights and reflect UK listed company market practice. The Board considers the flexibility afforded by these authorities to be in the best interests of the Company.
In accordance with provision 4 of the UK Corporate Governance Code (the "Code"), the Board confirms that it will consult and continue to engage with the relevant shareholders to understand and discuss their concerns with respect to these resolutions. An update will be provided within six months of the AGM, in accordance with the Code, with a final summary to be included in the Company's 2022 annual report and accounts.
Board Changes
Sally Walden retired as a director of the Company at the conclusion of the AGM. We offer our thanks to Sally for her valuable contribution and considered chairmanship of the Remuneration Committee. Following Sally's retirement, Jennelle Tilling has been appointed as the Chair of the Remuneration Committee.
| Resolution |
For
|
Against |
Total |
Withheld (*) |
|||
| Votes |
% |
Votes |
% |
Votes |
% ISC |
||
| 1. To receive the accounts
|
348,385,992 |
100.00 |
914 |
0.00 |
348,386,906 |
90.68% |
120,083 |
| 2. To approve the Remuneration Policy
|
343,007,564 |
99.28 |
2,488,018 |
0.72 |
345,495,582 |
89.92% |
3,011,407 |
| 3. To approve the Annual Remuneration Report
|
343,580,215 |
99.45 |
1,916,955 |
0.55 |
345,497,170 |
89.92% |
3,009,819 |
| 4. To approve the 2016 Long-Term Incentive Plan
|
343,357,684 |
99.31 |
2,371,768 |
0.69 |
345,729,452 |
89.98% |
2,777,537 |
| 5. To approve the final dividend |
348,167,925 |
100.00 |
469 |
0.00 |
348,168,394 |
90.62% |
338,595 |
| 6. To elect Helena Coles
|
346,074,562 |
100.00 |
15,440 |
0.00 |
346,090,002 |
90.08% |
2,416,987 |
| 7. To re-elect Jonathan Nicholls
|
341,724,600 |
98.74 |
4,365,277 |
1.26 |
346,089,877 |
90.08% |
2,417,112 |
| 8. To re-elect Brian Bickell
|
342,171,163 |
98.87 |
3,918,630 |
1.13 |
346,089,793 |
90.08% |
2,417,196 |
| 9. To re-elect Simon Quayle
|
341,965,144 |
98.81 |
4,124,649 |
1.19 |
346,089,793 |
90.08% |
2,417,196 |
| 10. To re-elect Christopher Ward
|
342,047,553 |
98.83 |
4,040,515 |
1.17 |
346,088,068 |
90.08% |
2,418,921 |
| 11. To re-elect Thomas Welton
|
341,965,172 |
98.81 |
4,124,396 |
1.19 |
346,089,568 |
90.08% |
2,417,421 |
| 12. To re-elect Richard Akers
|
344,619,586 |
99.58 |
1,470,207 |
0.42 |
346,089,793 |
90.08% |
2,417,196 |
| 13. To re-elect Ruth Anderson
|
342,690,024 |
99.02 |
3,396,859 |
0.98 |
346,086,883 |
90.08% |
2,420,106 |
| 14. To re-elect Jennelle Tilling
|
346,012,674 |
99.98 |
77,203 |
0.02 |
346,089,877 |
90.08% |
2,417,112 |
| 15. To re-appoint Ernst & Young
|
343,359,741 |
98.52 |
5,145,662 |
1.48 |
348,505,403 |
90.71% |
1,586 |
| 16. To authorise the directors to agree the remuneration of the auditor
|
333,470,864 |
95.69 |
15,034,533 |
4.31 |
348,505,397 |
90.71% |
1,592 |
| 17. To authorise the directors to allot shares
|
342,161,204 |
98.96 |
3,587,515 |
1.04 |
345,748,719 |
89.99% |
2,758,270 |
| 18. To grant the directors authority to disapply pre-emption rights (Special Resolution)
|
248,758,908 |
71.95 |
96,989,252 |
28.05 |
345,748,160 |
89.99% |
2,758,829 |
| 19. To grant the directors authority to disapply pre-emption rights for an additional 5% only in connection with an acquisition or specified investment (Special Resolution)
|
245,392,662 |
70.97 |
100,355,298 |
29.03 |
345,747,960 |
89.99% |
2,759,029 |
| 20. To authorise market purchases of the Company's shares (Special Resolution)
|
347,317,118 |
99.81 |
677,916 |
0.19 |
347,995,034 |
90.57% |
511,955 |
| 21. To call a general meeting, other than an annual general meeting, on not less than 14 clear days' notice (Special Resolution)
|
337,868,216 |
97.68 |
8,008,571 |
2.32 |
345,876,787 |
90.02% |
2,416,763 |
*Vote withheld is not a vote in law and will not be counted in the calculation of the proportion of votes for and against a resolution.
Notes
1. Percentage of shares voted: 90.68% (Number of shares in issue 384,214,860)
2. In accordance with UK Listing Rule 9.6.2R, copies of all resolutions passed at the AGM, other than those concerning ordinary business, will be submitted to the UK Listing Authority and will, in due course, be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
3. Details of the votes received on the resolutions are available on the Company's website: www.shaftesbury.co.uk.
Desna Martin
Company Secretary
020 7333 8118
4 February 2022
Contact:
RMS Partners 020 3735 6551
Simon Courtenay
MHP Communications 020 3128 8100
Oliver Hughes/Reg Hoare
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