For Immediate Release 4 May 2018
MILLENNIUM & COPTHORNE HOTELS PLC
LEI: 2138003EQ104LZ1JNH19
Results of 2018 Annual General Meeting
Millennium & Copthorne Hotels plc (the "Company") announces that at its Annual General Meeting held today (Friday 4 May 2018), all of the resolutions put to shareholders were duly passed on a poll, except for resolution 22, which was requisitioned by certain shareholders of the Company. The poll results showing the number of votes received for and against each resolution are shown below. As at today's date the total number of ordinary shares in issue is 324,766,080, with each share entitled to one vote.
The votes cast on resolutions 4, 5, 7, 8, 9 and 12 relating to the election or re-election of the independent non-executive Directors, have been calculated separately. These resolutions were duly passed by a majority of votes cast by independent shareholders (that is shareholders other than City Developments Limited, the Company's controlling shareholder, and persons acting in concert with it) as well as by a majority of votes cast by all shareholders. The results of the votes cast by the independent shareholders (marked with an **) and the votes cast by all shareholders are set out below.
Full details of the resolutions passed, together with explanatory notes, are set out in the Notice of Annual General Meeting which is available on the Company's website https://investors.millenniumhotels.com
Resolution |
For / Discretion |
% |
Against |
% |
Total |
Votes Withheld* |
1. To receive the audited accounts and the Auditor's and Director's Report for the year ended 31 December 2017 |
309,762,736 |
99.00 |
3,124,680 |
1.00 |
312,887,416 |
26,822 |
2. To approve the Directors' Remuneration Report for the year ended 31 December 2017 |
303,034,683 |
96.98 |
9,437,101 |
3.02 |
312,471,784 |
442,454 |
3. To declare a final dividend of 4.42 pence per ordinary share |
266,526,138 |
97.45 |
6,983,575 |
2.55 |
273,509,713 |
39,404,525 |
4. To Elect Martin Leitch as a Director AN** |
281,131,913 |
89.84 |
31,780,129 |
10.16 |
312,912,042 |
2,196 |
70,277,320 |
68.86 |
31,780,129 |
31.14 |
102,057,449 |
2,196 |
5. To Elect Christian de Charnacé as a Director A** |
281,405,846 |
89.93 |
31,504,734 |
10.07 |
312,910,580 |
3,658 |
70,551,253 |
69.13 |
31,504,734 |
30.87 |
102,055,987 |
3,658 |
6. To Re-elect Kwek Leng Beng as a Director N |
272,557,945 |
87.10 |
40,354,097 |
12.90 |
312,912,042 |
2,196 |
7. To Re-elect His Excellency Shaukat Aziz as a Director RN** |
278,472,437 |
88.99 |
34,438,143 |
11.01 |
312,910,580 |
3,658 |
67,617,844 |
66.26 |
34,438,143 |
33.74 |
102,055,987 |
3,658 |
8. To Re-elect Daniel Desbaillets as a Director RARc ** |
278,742,521 |
89.08 |
34,169,521 |
10.92 |
312,912,042 |
2,196 |
67,887,928 |
66.52 |
34,169,521 |
33.48 |
102,057,449 |
2,196 |
9. To Re-elect Susan Farr as a Director RN ** |
277,977,534 |
89.59 |
32,294,555 |
10.41 |
310,272,089 |
2,642,149 |
67,122,941 |
67.52 |
32,294,555 |
32.48 |
99,417,496 |
2,642,149 |
10. To Re-elect Kwek Eik Sheng as a Director Rc |
278,742,734 |
89.08 |
34,167,846 |
10.92 |
312,910,580 |
3,658 |
11. To Re-elect Kwek Leng Peck as a Director N |
276,830,236 |
88.47 |
36,081,806 |
11.53 |
312,912,042 |
2,196 |
12. To Re-elect Gervase MacGregor as a Director ARc ** |
279,235,461 |
96.23 |
10,924,654 |
3.77 |
290,160,115 |
22,754,123 |
68,380,868 |
86.22 |
10,924,654 |
13.78 |
79,305,522 |
22,754,123 |
13. to Re-appoint KPMG LLP as auditor of the Company |
293,503,943 |
93.80 |
19,399,427 |
6.20 |
312,903,370 |
10,868 |
14. To Authorise the Directors to determine the auditor's remuneration |
312,793,282 |
99.97 |
108,222 |
0.03 |
312,901,504 |
12,734 |
15. To renew the authority given in regard to pre-emption rights under the terms of the Co-operation Agreement with City Developments Limited |
76,358,821 |
75.51 |
24,766,242 |
24.49 |
101,125,063 |
211,789,175 |
16. To authorise the Company and its subsidiaries to make political donations and or/political expenditure |
285,452,109 |
91.30 |
27,204,561 |
8.70 |
312,656,670 |
257,568 |
17. To authorise the Directors' to allot shares |
286,058,134 |
91.42 |
26,855,104 |
8.58 |
312,913,238 |
1,000 |
18. To empower the Directors to disapply pre-emption rights over certain issue of shares |
266,856,427 |
85.28 |
46,056,811 |
14.72 |
312,913,238 |
1,000 |
19. To empower the Directors to disapply pre-emption rights over certain issue of shares in connection with acquisitions or capital investments |
261,537,447 |
83.58 |
51,375,791 |
16.42 |
312,913,238 |
1,000 |
20.To authorise the Company to purchase its own shares |
296,945,057 |
94.91 |
15,931,738 |
5.09 |
312,876,795 |
37,443 |
21. to authorise general meetings, other than an annual general meeting, to be held on 14 clear days' notice |
311,992,967 |
99.71 |
920,271 |
0.29 |
312,913,238 |
1,000 |
Resolution |
Against/ Discretion |
% |
For |
% |
Total |
Vote Withheld* |
22.Shareholder resolution |
243,412,676 |
77.79 |
69,499,462 |
22.21 |
312,912,138 |
2,100 |
*A vote withheld is not a vote in law and is not counted in the calculation of the proportion of the votes 'For' and 'Against' a resolution.
** Result of the votes cast by independent shareholders.
In accordance with the Financial Conduct Authority's Listing Rule 9.6.2 R, the Company has submitted copies of resolutions concerning items other than ordinary business to the National Storage Mechanism which will shortly be available for inspection at http://www.morningstar.co.uk/uk/NSM.
Statement by the Directors
The Board notes that resolutions 4, 5, 7, 8 and 9 were passed with the requisite majority of votes from shareholders and from independent shareholders, but acknowledges that there were a significant number of votes from independent shareholders opposing the election or re-election of the independent non-executive Directors. The Board also notes that resolution 15, which simply reminds shareholders of certain obligations of the Company under the Co-Operation Agreement which it has with City Developments Limited, was passed as well, but that over 20% of votes were against this resolution. The Board takes the views of the Company's shareholders seriously and will continue to engage with them to understand their concerns in respect of the above resolutions and any other matters.
Enquiries: +44 (0)20 7872 2444
Jonathon Grech, Group General Counsel and Company Secretary
Peter Krijgsman, Financial Communications (Media)