CYBG PLC
(Company)
LEI: 213800ZK9VGCYYR6O495
RESULTS OF ANNUAL GENERAL MEETING ON 30 JANUARY 2019
30 January 2019
The Board of Directors of the Company announces that at the Company's Annual General Meeting held today, resolutions 1 to 26 were duly passed by the Company's shareholders by way of a poll. The results of the poll are set out below.
Resolution |
For |
Against |
Total |
Withheld |
|
No. of Votes |
% of Vote |
No. of Votes |
% of Vote |
No. of Votes |
No. of Votes |
1. To receive the Annual Report and Financial Statements for the year ended 30 September 2018 |
1,067,111,302 |
99.98% |
243,415 |
0.02% |
1,067,354,717 |
15,015,857 |
2. To approve the Directors' Annual Report on Remuneration for the year ended 30 September 2018 |
707,216,605 |
65.79% |
367,726,021 |
34.21% |
1,074,942,626 |
7,441,115 |
3. To declare a final dividend of 3.1p per share in respect of the year ended 30 September 2018 |
1,081,906,071 |
99.99% |
76,261 |
0.01% |
1,081,982,332 |
406,957 |
4. To elect Geeta Gopalan as a Director of the Company |
1,080,380,086 |
99.94% |
664,844 |
0.06% |
1,081,044,930 |
1,060,270 |
5. To elect Darren Pope as a Director of the Company |
1,079,386,101 |
99.83% |
1,815,578 |
0.17% |
1,081,201,679 |
1,099,643 |
6. To elect Amy Stirling as a Director of the Company |
1,080,495,282 |
99.93% |
749,594 |
0.07% |
1,081,244,876 |
1,054,333 |
7. To re-elect Clive Adamson as a Director of the Company |
1,019,764,515 |
94.30% |
61,645,403 |
5.70% |
1,081,409,918 |
889,229 |
8. To re-elect David Bennett as a Director of the Company |
1,015,690,398 |
93.92% |
65,714,155 |
6.08% |
1,081,404,553 |
896,610 |
9. To re-elect Paul Coby as a Director of the Company |
1,016,953,658 |
94.04% |
64,444,324 |
5.96% |
1,081,397,982 |
903,182 |
10. To re-elect David Duffy as a Director of the Company |
1,020,922,689 |
94.41% |
60,420,426 |
5.59% |
1,081,343,115 |
857,934 |
11. To re-elect Adrian Grace as a Director of the Company |
996,827,206 |
92.18% |
84,576,647 |
7.82% |
1,081,403,853 |
897,144 |
12. To re-elect Fiona MacLeod as a Director of the Company |
1,015,690,960 |
93.92% |
65,759,124 |
6.08% |
1,081,450,084 |
851,244 |
13. To re-elect Jim Pettigrew as a Director of the Company |
1,013,626,209 |
94.08% |
63,781,967 |
5.92% |
1,077,408,176 |
4,891,936 |
14. To re-elect Dr Teresa Robson-Capps as a Director of the Company |
1,019,738,444 |
94.30% |
61,694,284 |
5.70% |
1,081,432,728 |
865,599 |
15. To re-elect Ian Smith as a Director of the Company |
1,020,458,186 |
94.36% |
60,976,024 |
5.64% |
1,081,434,210 |
867,122 |
16. To re-elect Tim Wade as a Director of the Company |
1,018,001,503 |
94.14% |
63,370,962 |
5.86% |
1,081,372,465 |
922,667 |
17. To re-appoint Ernst & Young LLP as auditors |
1,078,413,926 |
99.72% |
3,056,114 |
0.28% |
1,081,470,040 |
895,012 |
18. To authorise the Audit Committee to determine the remuneration of the auditors |
1,077,211,820 |
99.61% |
4,188,367 |
0.39% |
1,081,400,187 |
935,996 |
19. To authorise the Directors to allot shares |
1,044,896,954 |
96.63% |
36,480,474 |
3.37% |
1,081,377,428 |
968,704 |
20. To authorise the Directors to disapply statutory pre-emption rights in respect of 5% of the Company's issued share capital |
1,079,565,462 |
99.84% |
1,743,589 |
0.16% |
1,081,309,051 |
1,027,017 |
21. To authorise the Directors to disapply statutory pre-emption rights in respect of an additional 5% of the Company's issued share capital |
980,158,268 |
90.65% |
101,076,595 |
9.35% |
1,081,234,863 |
1,100,082 |
22. To authorise the Directors to allot equity securities in connection with AT1 Securities and issue further AT1 Securities |
864,812,650 |
79.97% |
216,550,697 |
20.03% |
1,081,363,347 |
961,832 |
23. To authorise the Directors to disapply statutory pre-emption rights in respect of the allotment of equity securities in connection with AT1 Securities and issue further AT1 Securities |
861,433,058 |
79.66% |
219,900,270 |
20.34% |
1,081,333,328 |
1,005,370 |
24. To permit the Company to purchase its own shares |
1,076,803,181 |
99.55% |
4,864,793 |
0.45% |
1,081,667,974 |
672,950 |
25. To permit the Company to enter into a contingent purchase contract between the Company and Macquarie for the purchase by the Company of ordinary shares converted from CHESS Depositary Interests (CDIs) |
1,076,437,418 |
99.53% |
5,062,693 |
0.47% |
1,081,500,111 |
843,770 |
26. To authorise the Company to make political donations and incur political expenditure |
1,076,957,412 |
99.59% |
4,389,115 |
0.41% |
1,081,346,527 |
921,730 |
Votes 'For' and 'Against' are expressed as a percentage of the total votes received.
A 'Vote withheld' is not treated as a vote in law and would not be counted in the calculation of the proportion of the votes cast 'For' or 'Against' a resolution.
In relation to Resolution 2, while shareholders have approved the Directors' Remuneration Report by a clear majority, with 65.79% of votes cast in favour, the Company recognises the large number of votes opposing the resolution.
In addition to the extensive consultation of shareholders undertaken prior to the publication of the Directors' Remuneration Report, the Company will further engage with shareholders on the implementation of its Remuneration Policy over the coming months to ensure shareholder views are fully understood and considered. These views will also inform the Company's Remuneration Policy which will be subject to shareholder approval at the Company's 2020 Annual General Meeting.
In relation to Resolutions 22 and 23, while shareholders have approved the resolutions by a substantial majority, with 79.97% of votes cast in favour for resolution 22 and 79.66% of votes cast in favour for resolution 23, the Company recognises the number of votes opposing the resolution. The Company took shareholders' views into account after the publication of the Notice of Meeting and explained why it was considered that these Resolutions were in the best interests of shareholders. The Company will continue to engage with shareholders to fully understand their views in relation to the specific authorities sought.
The current issued share capital of the Company consists of 1,428,658,877 ordinary shares of 10 pence, carrying one vote each.
In accordance with the Listing Rule 9.6.2 copies of all resolutions other than resolutions concerning ordinary business passed at today's Annual General Meeting will be submitted to the National Storage Mechanism and will shortly be available for inspection at http://www.morningstar.co.uk/uk/NSM.
Enquiries
Investors and Analysts |
|
Andrew Downey |
07823 443 150 |
Head of Investor Relations |
andrew.downey@cybg.com |
|
|
Company Secretary |
|
Lorna McMillan |
07834 585 436 |
Company Secretary |
lorna.mcmillan@cybg.com |
|
|
Media Relations |
|
Press Office |
0800 066 5998 |
|
press.office@cybg.com |