Shaftesbury PLC
Result of AGM
At the Shaftesbury PLC (the "Company") Annual General Meeting held today, 8 February 2019, the resolutions set out below (other than resolutions 19, 20 and 22) were passed by Shareholders voting on a poll.
The Company announced on 25 January 2019 that Mr Samuel Tak Lee, the ultimate beneficial owner of 26.15% of the issued share capital of the Company, had notified the Company of his intention to vote against resolutions 18, 19 and 20. In accordance with the Companies Act 2006, the Company circulated to shareholders on 29 January 2019 a copy of Mr Lee's statement regarding his voting intentions, and its response.
The Company became aware through press coverage yesterday that Mr Lee also intended to vote against resolutions 2, 3, 6, 7, 10 and 22.
At the Annual General Meeting Mr Lee voted against all these resolutions. Resolutions 2, 3, 6, 7, 10 and 18 were approved by shareholders but resolutions 19, 20 and 22 were not carried. Mr Lee's reasons for his voting stance against resolutions 18, 19 and 20 are set out in his statement. The Company has not been formally made aware of his reasons for voting against the other resolutions. As regards resolution 2, Mr Lee did not respond to the remuneration policy consultation process with shareholders in October 2018.
The Company is disappointed that Mr Lee has voted against these resolutions and will continue to attempt to engage directly with him. An update will be made in accordance with the UK Corporate Governance Code within six months of the AGM.
Resolution |
For |
Against |
Total |
Withheld (*) |
Votes |
% |
Votes |
% |
Votes |
% |
1. To receive the accounts |
198,627,557 |
100.00 |
5,000 |
0.00 |
198,632,557 |
64.62% |
175,324 |
2. To approve the Remuneration Policy |
197,412,262 |
70.76 |
81,571,987 |
29.24 |
278,984,249 |
90.76% |
712,552 |
3. To approve the Annual Remuneration Report |
197,983,949 |
70.98 |
80,930,767 |
29.02 |
278,914,716 |
90.74% |
782,086 |
4. To declare a final dividend |
198,716,131 |
100.00 |
5,000 |
0.00 |
198,721,131 |
64.65% |
86,750 |
5. To elect Jennelle Tilling |
198,712,500 |
100.00 |
7,034 |
0.00 |
198,719,534 |
64.65% |
88,347 |
6. To re-elect Jonathan Nicholls |
196,946,652 |
70.52 |
82,338,481 |
29.48 |
279,285,133 |
90.86% |
411,669 |
7. To re-elect Brian Bickell |
197,816,643 |
70.75 |
81,790,812 |
29.25 |
279,607,455 |
90.96% |
89,347 |
8. To re-elect Simon Quayle |
197,727,719 |
99.50 |
991,815 |
0.50 |
198,719,534 |
64.65% |
88,347 |
9. To re-elect Thomas Welton |
197,727,719 |
99.50 |
991,815 |
0.50 |
198,719,534 |
64.65% |
88,347 |
10. To re-elect Christopher Ward |
197,611,405 |
70.67 |
81,996,050 |
29.33 |
279,607,455 |
90.96% |
89,347 |
11. To re-elect Richard Akers |
198,344,293 |
99.81 |
376,735 |
0.19 |
198,721,028 |
64.65% |
86,853 |
12. To re-elect Jill Little |
198,261,881 |
99.77 |
459,147 |
0.23 |
198,721,028 |
64.65% |
86,853 |
13. To re-elect Dermot Mathias |
198,347,703 |
99.81 |
373,325 |
0.19 |
198,721,028 |
64.65% |
86,853 |
14. To re-elect Sally Walden |
198,345,037 |
99.81 |
372,322 |
0.19 |
198,717,359 |
64.65% |
90,519 |
15. To re-appoint Ernst & Young |
198,702,969 |
99.99 |
10,182 |
0.01 |
198,713,151 |
64.65% |
94,730 |
16. To authorise the directors to agree the remuneration of the auditors |
198,695,753 |
99.99 |
22,781 |
0.01 |
198,718,534 |
64.65% |
89,347 |
17. To authorise an increase in the aggregate non-executive director fee limit |
197,984,404 |
99.63 |
735,526 |
0.37 |
198,719,930 |
64.65% |
87,950 |
18. To authorise the directors to allot shares |
192,916,163 |
68.97 |
86,779,039 |
31.03 |
279,695,202 |
90.99% |
1,600 |
19. To grant the directors authority to disapply pre-emption rights (Special Resolution) |
197,938,537 |
70.93 |
81,120,397 |
29.07 |
279,058,934 |
90.79% |
637,868 |
20. To grant the directors authority to disapply pre-emption rights for an additional 5% only in connection with an acquisition or specified investment (Special Resolution) |
195,832,923 |
70.17 |
83,232,654 |
29.83 |
279,065,577 |
90.79% |
631,224 |
21. To authorise market purchases of the Company's shares (Special Resolution) |
198,014,219 |
99.62 |
764,829 |
0.38 |
198,779,048 |
64.67% |
28,832 |
22. To call a general meeting, other than an annual general meeting, on not less than 14 clear days' notice (Special Resolution) |
192,196,765 |
68.74 |
87,405,987 |
31.26 |
279,602,752 |
90.96% |
94,050 |
*Vote withheld is not a vote in law and will not be counted in the calculation of the proportion of votes for and against a resolution.
Notes
1. Percentage of shares voted: 90.99% (Number of shares in issue 307,380,700)
2. In accordance with UK Listing Rule 9.6.2R, copies of all resolutions passed at the AGM, other than those concerning ordinary business, will be submitted to the UK Listing Authority and will, in due course, be available for inspection at www.morningstar.co.uk/uk/NSM.
3. Details of the votes received on the resolutions are available on the Company's website: www.shaftesbury.co.uk.
4. Shaftesbury PLC LEI: 213800N7LHKFNTDKAT98
Penny Thomas
Company Secretary
020 7333 8118
8 February 2019
Contact:
RMS Partners 020 3735 6551
Simon Courtenay
MHP Communications 020 3128 8100
Oliver Hughes/Reg Hoare