28 April 2017

 

Countrywide plc

 

 

Voting results of Annual General Meeting held on 27 April 2017

Countrywide plc ("the Company") announces that its Annual General Meeting ("AGM") held at Vintners Place, 68 Upper Thames Street, London EC4V 3BJ on 27 April 2017 at 10.00am was successfully concluded.  All resolutions were duly passed by shareholders by way of a poll.  The voting results are below and the voting represents 85.4% of the issued share capital of 237,931,467 shares.

Resolution 17, intended to give the Company flexibility to disapply pre-emption rights for the purposes of acquisitions or capital investment was duly passed by 79.78% of votes cast at the meeting.  This resolution is contemplated by the Pre-emption Group's Statement of Principles and the approval sought by the Company is in line with market practice.  The Company will seek the views of those shareholders opposed to resolution 17 in order to understand their concerns.

Resolution 20, being the ordinary resolution to approve the waiver by the Panel on Takeovers and Mergers under Rule 9 of the City Code on Takeovers and Mergers (the "Takeover Code") in connection with the Company's buyback programme, was duly passed by 78.16% of the independent shareholders of the Company (being shareholders of the Company other than funds managed by Oaktree Capital Management (UK) LLP or any persons acting in concert with such funds, together "Oaktree") whose votes were cast at the meeting.  As a result, the Company will be able to make use of the option to return value to its shareholders through a possible future buyback programme.  Had resolution 20 not been passed, the Company would have been unable to exercise the share buyback authority obtained pursuant to resolution 19 (which was passed by 99.97% of the shares whose votes were cast at the meeting), as doing so would have forced Oaktree to make a mandatory offer for all remaining shares of the Company pursuant to Rule 9 of the Takeover Code.  The Company intends to continue to engage with shareholders who voted against resolution 20 in order to understand their concerns.  

As required by Listing Rule 9.6.3R, a copy of resolution 20, not being ordinary business, has been submitted to the National Storage Mechanism and will shortly be available for inspection at www.morningstar.co.uk/uk/NSM.

The poll results are also to be posted on the Company's website.

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

Resolutions 16, 17 and 19 were special resolutions and the full text of all of the resolutions is set out in the Notice of AGM on the Company's website.

Countrywide - Poll Results by All Shareholders

RESOLUTION		VOTES
		FOR		AGAINST		WITHHELD	TOTAL
		Votes	%	Votes	%	Votes
1	Company's annual report and accounts	202,391,173	99.99%	4,238	0.01%	790,382	203,185,793
2	Directors' remuneration report	202,605,393	99.71%	580,400	0.29%	0	203,185,793
3	Directors' remuneration policy	202,605,093	99.71%	580,400	0.29%	300	203,185,793
4	Re-election of Peter Long	199,800,005	98.33%	3,384,511	1.67%	1,277	203,185,793
5	Re-election of David Watson	203,111,378	99.96%	74,415	0.04%	0	203,185,793
6	Re-election of Alison Platt	202,849,052	99.83%	336,741	0.17%	0	203,185,793
7	Re-election of Jim Clarke	201,385,847	99.11%	1,798,669	0.89%	1,277	203,185,793
8	Re-election of Caleb Kramer	202,852,216	99.84%	332,953	0.16%	624	203,185,793
9	Re-election of Richard Adam	203,111,081	99.96%	72,811	0.04%	1,901	203,185,793
10	Re-election of Catherine Turner	203,111,746	99.96%	73,423	0.04%	624	203,185,793
11	Re-election of Jane Lighting	203,111,908	99.96%	73,885	0.04%	0	203,185,793
12	Re-election of Rupert Gavin	203,112,370	99.96%	73,423	0.04%	0	203,185,793
13	Reappointment of auditor	202,759,772	99.79%	426,021	0.21%	0	203,185,793
14	Remuneration of auditor to be determined by the Audit and Risk Committee	203,152,923	99.99%	28,632	0.01%	4,238	203,185,793
15	Authority to allot shares	202,998,430	99.91%	187,363	0.09%	0	203,185,793
16	General power to disapply pre-emption rights	198,835,909	97.86%	4,349,884	2.14%	0	203,185,793
17	Additional authority to disapply pre-emption rights for the purpose of acquisitions or capital investments	162,111,751	79.78%	41,074,042	20.22%	0	203,185,793
18	Political donations	202,769,730	99.83%	340,363	0.17%	75,700	203,185,793
19	Authority to make market purchases	203,125,631	99.97%	60,162	0.03%	0	203,185,793
20	Approval of waiver of Rule 9 offer obligation	102,576,490	78.16%	28,666,057	21.84%	71,943,236	203,185,783

 

Notes:-

 

1)   Percentage of votes cast for proxy votes results calculated excludes withheld votes.

2)   Total of ordinary shares in issue (eligible to vote) 237,931,467.

3)   Total of votes received per Resolution (including withheld votes) 203,185,793

4)   Participation level per Resolution (including withheld votes) 85.4%

 

Countrywide - Poll Results by Independent Shareholders

RESOLUTION		VOTES
		FOR		AGAINST		WITHHELD	Total Votes
		Votes	%	Votes	%	Votes
4	Re-election of Peter Long	128,103,150	97.43%	3,384,511	2.57%	1,277	131,487,661
5	Re-election of David Watson	131,414,523	99.94%	74,415	0.06%	0	131,488,938
9	Re-election of Richard Adam	131,414,226	99.94%	72,811	0.06%	1,901	131,487,037
10	Re-election of Catherine Turner	131,414,891	99.94%	73,423	0.06%	624	131,488,314
11	Re-election of Jane Lighting	131,415,053	99.94%	73,885	0.06%	0	131,488,938
12	Re-election of Rupert Gavin	131,415,515	99.94%	73,423	0.06%	0	131,488,938

 

Note:-

 

1)   Percentage of votes cast by independent shareholders for Resolutions 4, 5, 9, 10, 11 and 12 appointing Independent Non-Executive Directors exclude Oaktree's holding of 71,696,855.

 

 

 

Gareth Williams
Company Secretary
Countrywide plc
County House

100 New London Road
Chelmsford
Essex  CM2 0RG

 

 

Enquiries:
Jim Clarke
Group Chief Financial Officer
+44(0)7970 477299