National Storage Mechanism | Additional information
RNS Number : 0865W
Kin and Carta PLC
07 December 2023
 

For immediate release

07 December 2023

Kin and Carta plc

Results of Annual General Meeting 2023

Kin and Carta plc (the 'Company') announces that at its Annual General Meeting ('AGM') held earlier today, all resolutions contained in the Notice of Annual General Meeting 2023 were passed. The results of the poll held at the AGM are shown in the table below

 

Resolutions

For*

% For

Against

% Against

Withheld**

Ordinary Resolutions

 

 

 

 

 

1. To receive the 2023 Annual Report and Accounts

122,952,210

92.02%

10,665,638

7.98%

1,126,811

2. To approve the Directors' Remuneration Report (excluding the part containing the Directors' remuneration policy)

117,170,920

87.68%

16,456,862

12.32%

1,116,877

3. To re-appoint KPMG as the auditor of the Company

124,005,369

92.08%

10,673,245

7.92%

66,045

4. To authorise the Audit Committee to determine the auditor's remuneration

122,980,318

92.04%

10,636,230

7.96%

1,128,111

5. To re-elect Kelly Manthey as a Director

120,773,420

89.64%

13,954,339

10.36%

16,900

6. To re-elect Chris Kutsor as a Director

120,856,781

89.70%

13,874,567

10.30%

13,311

7. To re-elect David Bell as a Director

108,082,367

83.31%

21,655,539

16.69%

5,006,753

8. To re-elect Maria Gordian as a Director

108,085,266

83.31%

21,652,640

16.69%

5,006,753

9. To re-elect John Kerr as a Director

108,117,147

80.27%

26,568,411

19.73%

59,101

10. To re-elect Michele Maher as a Director

108,120,757

83.34%

21,614,724

16.66%

5,009,178

11. To re-elect Nigel Pocklington as a Director

95,554,421

73.97%

33,623,324

26.03%

5,566,914

12. To authorise the Directors to allot shares

112,233,969

83.34%

22,439,085

16.66%

71,605

Special Resolutions

For*

% For

Against

% Against

Withheld**

13. To disapply statutory pre-emption rights

106,711,750

79.87%

26,900,538

20.13%

1,132,371

14. To disapply statutory pre-emption rights in relation to the financing (or refinancing) of an acquisitions or specified capital investment

106,760,843

79.91%

26,840,409

20.09%

1,143,407

15. To authorise the Company to purchase its own shares

123,314,954

91.98%

10,749,032

8.02%

680,673

16. To authorise the Company to call a general meeting on not less than 14 clear days' notice

122,582,717

91.74%

11,037,713

8.26%

1,124,229

 

*Votes for include discretionary votes

**A vote withheld is a not a vote in law and is not counted in the votes for or against a resolution

As at 5 December 2023, the AGM voting record date, there were 178,021,997 ordinary shares of 10p in issue, of which the Company holds 90,637 shares in Treasury. Therefore, the total number of shares with full voting rights in the Company on 5 December 2023 was 177,931,360.

In accordance with Listing Rule 9.6.2R, copies of the resolutions that do not constitute ordinary business at an AGM have been submitted to the National Storage Mechanism and will shortly be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

Resolutions 11, 13 and 14

The Board notes that while Resolutions 11, 13 and 14 were passed and approved by the majority of shareholders, more than 20% of the votes were cast against the Board's recommendation on each resolution.

The Board will continue to consult and engage with shareholders to better understand the reasons behind these voting outcomes and in accordance with the UK Corporate Governance Code, will provide an update within six months of the Annual General Meeting.

In relation to Resolutions 13 and 14, the Board notes that these resolutions reflect the updated UK Pre-Emption Group Guidelines on disapplication authorities but appreciates that certain shareholders may apply different policies on this matter.

Enquiries:

Kin + Carta

Kelly Manthey, CEO

Chris Kutsor, CFO and COO

Lucy Maxwell, Company Secretary

+44 (0)20 7928 8844

Powerscourt

Elly Williamson / Pete Lambie

+44 (0) 7841 658 163

Numis Securities Limited

Nick Westlake / Tejas Padalkar

Peel Hunt LLP

Paul Gillam / John Welch

+44 (0)207 260 1345

 

     +44 (0) 20 7418 8900

 

About Kin + Carta

Kin + Carta is a London Stock Exchange listed global digital transformation consultancy committed to working alongside clients to build a world that works better for everyone.

Kin + Carta's 2,000 consultants, engineers and data scientists around the world bring the connective power of technology, data and experience to the world's most influential companies - helping them to accelerate their digital roadmap, rapidly innovate, modernise their systems, enable their teams and optimise for continued growth. Headquartered in London and Chicago with offices across three continents, the borderless model of service allows for the best minds to be connected to collaborate on client challenges.

With purpose at its core, Kin + Carta became the first company listed on the London Stock Exchange to achieve B Corp certification. It meets high standards of verified social and environmental performance, public transparency and accountability to balance the triple bottom line of people, planet and profit.

For more information, please visit https://www.kinandcarta.com.

Cautionary statement regarding forward-looking statements

This Announcement may contain "forward-looking statements" with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition, performance, strategic initiatives, objectives and results. Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "seek", "may", "could", "outlook" or other words of similar meaning.  By their nature, all forward-looking statements involve risk and uncertainty because they are based on numerous assumptions regarding the Company's present and future business strategies, relate to future events and depend on circumstances which are or may be beyond the control of the Company which could cause actual results or trends to differ materially from those made in or suggested by the forward-looking statements in this Announcement, including, but not limited to, domestic and global economic business conditions; market-related risks such as fluctuations in interest rates; the policies and actions of governmental and regulatory authorities; the effect of competition, inflation and deflation; the effect of legislative, fiscal, tax and regulatory developments in the jurisdictions in which the Company and its respective affiliates operate; the effect of volatility in the equity, capital and credit markets on profitability and ability to access capital and credit; a decline in credit ratings of the Company; the effect of operational and integration risks; an unexpected decline in sales for the Company; inability to realise anticipated synergies; any limitations of internal financial reporting controls; and the loss of key personnel.  Any forward-looking statements made in this Announcement by or on behalf of the Company speak only as of the date they are made.  Save as required by the Market Abuse Regulation, the Disclosure Guidance and Transparency Rules, the Listing Rules or by law, the Company undertakes no obligation to update these forward-looking statements and will not publicly release any revisions it may make to these forward-looking statements that may occur due to any change in its expectations or to reflect events or circumstances after the date of this Announcement.

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