LEI213800CALFKOEL7N7P10
Low & Bonar PLC
Results of 2019 Annual General Meeting
The Annual General Meeting of Low & Bonar PLC was held on Friday 05 April 2019 at 11:00am. Voting took place by way of a poll. Resolutions 1-16 were passed whilst resolution 17 was not passed.
Daniel Dayan, Chairman, said:
"The Board is very pleased with the support for 16 of the 17 resolutions put to today's AGM. We note the significant vote against the shortening of the notice period for calling general meetings to 14 days, which was opposed by a small number of shareholders. Discussions with shareholders will continue, including matters arising from voting at the Annual General Meeting. The Company continues to maintain that having the flexibility to call general meetings on short notice is, in certain circumstances, of benefit to shareholders."
The number of votes 'for' and 'against' each of the resolutions put before the Annual General Meeting and the number of votes 'withheld' were as follows:
|
For |
Against |
Total Votes |
Withheld |
|
No. of Votes |
% |
No. of Votes |
% |
No. of Votes |
% of ISC voted |
No. of Votes |
1 |
To receive the Annual Report and Accounts |
569,009,242 |
99.97 |
145,464 |
0.03 |
569,154,706 |
82.52% |
2,350 |
2 |
To approve the Directors' Remuneration Report |
548,860,004 |
96.45 |
20,194,661 |
3.55 |
569,054,665 |
82.50% |
102,391 |
3 |
To declare a final dividend of 0.37p per ordinary share |
569,127,123 |
100.00 |
22,539 |
0.00 |
569,149,662 |
82.51% |
7,395 |
4 |
To elect Daniel Dayan |
568,106,114 |
99.86 |
812,533 |
0.14 |
568,918,647 |
82.48% |
238,409 |
5 |
To elect Ian Ashton |
567,778,676 |
99.77 |
1,280,998 |
0.23 |
569,059,674 |
82.50% |
97,383 |
6 |
To re-elect Philip de Klerk |
562,518,826 |
98.85 |
6,558,048 |
1.15 |
569,076,874 |
82.50% |
80,183 |
7 |
To re-elect Trudy Schoolenberg |
563,305,863 |
98.98 |
5,811,296 |
1.02 |
569,117,159 |
82.51% |
39,898 |
8 |
To re-elect Peter Bertram |
559,567,374 |
98.33 |
9,493,337 |
1.67 |
569,060,711 |
82.50% |
96,345 |
9 |
To re-elect Kevin Matthews |
562,180,049 |
98.79 |
6,886,824 |
1.21 |
569,066,873 |
82.50% |
80,183 |
10 |
To re-elect Mike Powell |
568,691,422 |
99.93 |
370,451 |
0.07 |
569,061,873 |
82.50% |
95,183 |
11 |
To appoint Ernst & Young LLP as auditor of the Company |
567,999,602 |
99.81 |
1,077,192 |
0.19 |
569,076,794 |
82.50% |
80,263 |
12 |
To authorise the Directors to determine the auditor's remuneration |
568,897,493 |
99.96 |
200,990 |
0.04 |
569,098,483 |
82.51% |
58,574 |
13 |
To authorise the Directors to allot relevant securities |
568,882,839 |
99.97 |
196,165 |
0.03 |
569,079,004 |
82.50% |
78,053 |
14* |
To authorise the directors to allot equity securities for cash without making a pre- emptive offer to shareholders |
568,780,704 |
99.95 |
297,925 |
0.05 |
569,078,629 |
82.50% |
78,428 |
15* |
To authorise the directors to allot equity securities for cash in relation to an acquisition or other capital investment |
568,729,445 |
99.94 |
334,462 |
0.06 |
569,063,907 |
82.50% |
93,149 |
16* |
To authorise the Company to make market purchases of its ordinary shares |
568,722,098 |
99.93 |
395,366 |
0.07 |
569,117,464 |
82.51% |
39,592 |
17* |
To allow general meetings (other than AGMs) to be called on 14 clear days' notice |
422,232,353 |
74.19 |
146,867,286 |
25.81 |
569,099,639 |
82.51% |
57,418 |
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* Special resolution requiring a 75% majority.
Notes:
1. The 'For' vote includes those giving the Chairman discretion.
2. Votes 'Withheld' are not counted in the calculation of the proportion of votes 'for' or 'against' a resolution.
3. The total number of Ordinary Shares in issue on 05 April 2019 was 689,756,295.
4. Copies of the resolutions passed, other than resolutions concerning ordinary business, will be submitted to the UK Listing Authority via the National Storage Mechanism and will be available in due course for inspection at http://www.morningstar.co.uk/uk/NSM
Unless otherwise defined herein, terms used in this announcement shall have the meaning given to them in the Notice of AGM dated 21 February 2019.