AVEVA Group plc ("the Company")
Result of AGM
At the Company's Annual General Meeting held at 9.30 a.m. today, Wednesday 11 July 2018, all of the resolutions put to the meeting were passed on a poll vote. The results are set out below.
The full text of all the resolutions can be found in the Notice of Annual General Meeting which is available for viewing at the National Storage Mechanism which can be located at http://www.morningstar.co.uk/uk/nsm and from the Company's website, www.aveva.com.
|
In Favour (including Discretionary) |
Against |
Total Votes Cast |
Votes Withheld |
Resolution |
No. of Votes |
% of Votes |
No. of Votes |
% of Votes |
No. of Votes |
% of issued share capital voted |
No. of Votes |
1. To receive the annual accounts of the Company and the reports of the Directors for the financial year ended 31 March 2018 together with the auditor's reports thereon. |
147,951,377 |
99.64 |
535,988 |
0.36 |
148,487,365 |
92.11 |
15,125 |
2. To approve the Directors' Remuneration Report (other than the part containing the Directors' Remuneration Policy) for the financial year ended on 31 March 2018 as set out on pages 56 to 59 and 68 to 77 of the Annual Report and Accounts 2018. |
138,488,418 |
93.26 |
10,013,771 |
6.74 |
148,502,189 |
92.12 |
300 |
3. To approve the Directors' Remuneration Policy, which is contained in the Directors' Remuneration Report, as set out on pages 60 to 67 of the Annual Report of the Annual Report and Accounts 2018. |
140,852,022 |
96.31 |
5,402,475 |
3.69 |
146,254,497 |
90.72 |
2,247,992 |
4. To declare a final dividend of 27 pence per ordinary share in respect of the year ended 31 March 2018 to shareholders on the register of members at close of business on 6 July 2018 payable on 3 August 2018. |
148,502,490 |
100.00 |
0 |
0.00 |
148,502,490 |
92.12 |
0 |
5. To elect Craig Hayman as a Director of the Company. |
147,883,149 |
99.58 |
617,555 |
0.42 |
148,500,704 |
92.12 |
1,786 |
6. To elect Emmanuel Babeau as a Director of the Company. |
140,897,887 |
95.04 |
7,357,787 |
4.96 |
148,255,674 |
91.97 |
246,815 |
7. To elect Peter Herweck as a Director of the Company. |
144,778,356 |
98.78 |
1,783,106 |
1.22 |
146,561,462 |
90.91 |
1,941,027 |
8. To re-elect Philip Aiken as a Director of the Company. |
144,374,284 |
97.40 |
3,859,266 |
2.60 |
148,233,550 |
91.95 |
268,938 |
9. To re-elect James Kidd as a Director of the Company. |
147,691,671 |
99.46 |
809,033 |
0.54 |
148,500,704 |
92.12 |
1,786 |
10. To re-elect Jennifer Allerton as a Director of the Company. |
142,421,887 |
97.31 |
3,934,463 |
2.69 |
146,356,350 |
90.79 |
2,146,140 |
11. To re-elect Christopher Humphrey as a Director of the Company. |
147,594,660 |
99.39 |
905,862 |
0.61 |
148,500,522 |
92.12 |
1,968 |
12. To re-elect Ron Mobed as a Director of the Company. |
145,157,826 |
97.75 |
3,342,696 |
2.25 |
148,500,522 |
92.12 |
1,968 |
13. To reappoint Ernst & Young LLP as auditor of the Company. |
147,138,952 |
99.08 |
1,361,355 |
0.92 |
148,500,307 |
92.12 |
2,182 |
14. To authorise the Directors to fix the remuneration of the auditor. |
147,873,160 |
99.58 |
629,148 |
0.42 |
148,502,308 |
92.12 |
182 |
15. To authorise the Company to make market purchases pursuant to Section 701 of the Companies Act 2006. |
147,837,763 |
99.60 |
597,053 |
0.40 |
148,434,816 |
92.08 |
67,673 |
16. To authorise the Directors to allot securities pursuant to Section 551 of the Companies Act 2006. |
146,197,732 |
98.45 |
2,303,461 |
1.55 |
148,501,193 |
92.12 |
1,297 |
17. To empower the Directors to allot equity securities pursuant to Section 570 and 573 of the Companies Act 2006. |
148,498,281 |
100.00 |
3,527 |
0.00 |
148,501,808 |
92.12 |
682 |
18. To allow 14 days' notice of general meetings. |
147,163,583 |
99.10 |
1,338,147 |
0.90 |
148,501,730 |
92.12 |
760 |
19. To approve the increase in the maximum aggregate annual fees that can be paid to Directors pursuant to Article 90 of the Articles of Association of the Company. |
146,739,870 |
98.81 |
1,760,099 |
1.19 |
148,499,969 |
92.12 |
2,521 |
20. To approve the Performance and Retention Award agreement dated 19 February 2018 between the Company and James Kidd. |
107,336,858 |
72.28 |
41,162,309 |
27.72 |
148,499,167 |
92.12 |
3,321 |
21. To approve the Performance and Retention Award agreement dated 19 February 2018 between the Company and David Ward. |
107,336,858 |
72.28 |
41,162,309 |
27.72 |
148,499,167 |
92.12 |
3,321 |
The total number of shares in issue at the voting date is 161,207,315. A "vote withheld" is not a vote in law and is not counted in the calculation of the proportion of votes for and against the resolution.
The combination of AVEVA with Schneider Electric Software has created a global leader in industrial software and has been overwhelmingly supported by shareholders; the combination being approved by shareholders at the EGM of the Company held on 29th September 2017. Notwithstanding this, the Company notes that a minority of shareholders did not support the following related resolutions:
· Resolution 20, to approve the Performance and Retention Award agreement dated 19 February 2018 between the Company and James Kidd; and
· Resolution 21, to approve the Performance and Retention Award agreement dated 19 February 2018 between the Company and David Ward (the "Resolutions").
Over the past three years, AVEVA and its management team have created significant value for shareholders. AVEVA operates in a highly competitive global market for its people. The ability to attract, recruit and retain world-class talent is vital and the Board's considerations take into account what it believes is required for the successful integration of the new enlarged group and the creation of future value.
Given the uniqueness of the combination and the complexity of the situation, members of the AVEVA Board undertook an engagement programme with the proxy advisory organisations and AVEVA's largest shareholders ahead of the Annual General Meeting. AVEVA will continue to engage with our shareholders now it has commenced a significant and complex integration with the Schneider Electric Industrial Software Business.
Votes of Independent Shareholders (i.e. shareholders excluding the controlling shareholder, Schneider Electric SE) on the resolutions concerning the re-election of the independent non-executive directors
|
In Favour (including Discretionary) |
Against |
Total Votes Cast |
Votes Withheld |
Resolution |
No. of Votes |
% of Votes |
No. of Votes |
% of Votes |
No. of Votes |
No. of Votes |
10. To re-elect Jennifer Allerton as a Director of the Company. |
45,252,232 |
92.00 |
3,934,463 |
8.00 |
49,186,695 |
2,146,140 |
11. To re-elect Christopher Humphrey as a Director of the Company. |
50,425,005 |
98.24 |
905,862 |
1.76 |
51,330,867 |
1,968 |
12. To re-elect Ron Mobed as a Director of the Company. |
47,988,171 |
93.49 |
3,342,696 |
6.51 |
51,330,867 |
1,968 |
The votes shown in the first table above for each independent director include those of the controlling shareholder. In the second table above, the controlling shareholder is not included.
Enquires: |
Telephone: |
AVEVA Group plc |
|
David Ward, Deputy CFO and Company Secretary |
+44 (0)1223 556655 |
Claire Denton, Group General Counsel and Deputy Company Secretary |
+44 (0)1233 556655 |
FTI Consulting |
Telephone: |
Ed Bridges/Dwight Burden |
+44 (0)20 3727 1400 |