Result of AGM
Man Group plc (the "Company") held its Annual General Meeting ("AGM") at 10.00am on Friday 10 May 2019. All resolutions presented at the AGM were put to the meeting on a poll and were passed with the requisite majority. The full results are detailed below.
The issued ordinary share capital as at 8 May 2019, the voting record date, was 1,610,142,313 (including treasury shares). The Company held 67,863,338 shares in Treasury, which do not carry any voting rights. Therefore, the total number of voting rights in the Company as at the voting record date was 1,542,278,975.
Resolution |
FOR |
AGAINST |
Number of votes withheld |
No. of shares |
% |
No. of shares |
% |
Receive the Annual Report and financial statements |
1,091,058,085 |
100.00 |
43,030 |
0.00 |
1,000,367 |
Approve the Directors' Remuneration report |
1,021,697,914 |
93.59 |
69,956,885 |
6.41 |
434,650 |
Declare a final dividend |
1,092,086,671 |
100.00 |
9,696 |
0.00 |
5,115 |
Reappoint Katharine Barker as a director |
1,088,782,072 |
99.74 |
2,847,374 |
0.26 |
473,910 |
Reappoint Richard Berliand as a director |
1,085,151,302 |
99.41 |
6,454,474 |
0.59 |
509,613 |
Reappoint Zoe Cruz as a director |
1,088,761,569 |
99.74 |
2,836,732 |
0.26 |
505,055 |
Reappoint John Cryan as a director |
1,087,284,694 |
99.61 |
4,310,396 |
0.39 |
508,266 |
Reappoint Luke Ellis as a director |
1,088,489,324 |
99.68 |
3,455,386 |
0.32 |
158,646 |
Reappoint Andrew Horton as a director |
1,084,583,773 |
99.36 |
7,012,919 |
0.64 |
506,664 |
Reappoint Mark Jones as a director |
1,079,457,036 |
98.89 |
12,131,470 |
1.11 |
514,850 |
Reappoint Matthew Lester as a director |
1,087,436,828 |
99.62 |
4,139,105 |
0.38 |
527,423 |
Reappoint Ian Livingston as a director |
996,620,722 |
91.32 |
94,778,693 |
8.68 |
703,941 |
Reappoint Dev Sanyal as a director |
1,088,383,346 |
99.71 |
3,210,014 |
0.29 |
509,996 |
Reappoint Jonathan Sorrell as a director |
1,087,736,677 |
99.65 |
3,859,889 |
0.35 |
506,790 |
Reappoint Deloitte LLP as auditor |
1,091,533,959 |
99.96 |
438,211 |
0.04 |
131,186 |
Determine the remuneration of the auditor |
1,090,532,754 |
99.87 |
1,460,076 |
0.13 |
110,526 |
Authorise political donations and expenditure |
1,085,235,175 |
99.39 |
6,703,738 |
0.61 |
164,443 |
Authorise the directors to allot shares |
942,498,662 |
86.31 |
149,547,668 |
13.69 |
57,026 |
Authorise the directors to allot shares for cash other than on a pro-rata basis to existing shareholders* |
958,648,843 |
87.79 |
133,366,678 |
12.21 |
87,835 |
Authorise the directors to allot shares for cash other than on a pro-rata basis to existing shareholders in relation to acquisitions and specified capital investments* |
851,200,006 |
77.95 |
240,804,931 |
22.05 |
98,419 |
Authorise the Company to purchase its own shares* |
1,040,834,137 |
95.36 |
50,598,876 |
4.64 |
670,343 |
Authorise the directors to call general meetings on 14 clear days' notice* |
1,010,508,574 |
92.53 |
81,561,983 |
7.47 |
32,259 |
* Special Resolution requiring 75% majority
The Board notes that 77.95% of shareholders voted for and 22.05% voted against Resolution 20 which relates to the disapplication of pre-emption rights authority in connection with an acquisition or specified capital investment. The resolution is in line with the Investment Association's Share Management Guidelines and the Pre-Emption Group's Statement of Principles.
We understand from recent discussions with some of the shareholders that did not support this Resolution that they may prefer to have the opportunity to vote on specific proposals for a transaction requiring this level of pre-emptive issue. We will continue our dialogue with these shareholders and take their views into account when considering our future plans.
Update on implementation of share buy-back programme announced on 22 October 2018
Following the passing of the resolutions at the AGM today, the Company has agreed to further extend the engagement period of its irrevocable, non-discretionary arrangement with J.P. Morgan Securities plc ("JPMS plc") (announced to the market on 22 October 2018, and extended on 21 December 2018) to repurchase, on its behalf, ordinary shares in the Company up to a maximum consideration of $100 million. The engagement period shall now continue up to and including 20 May 2019.
There is $28.2 million outstanding under the share buy-back programme. To the extent that any amount remains outstanding on 20 May 2019, assuming the implementation of the corporate reorganisation to introduce a new ultimate holding company becomes effective on 28 May 2019, the new ultimate holding company, Man Group plc (incorporated in Jersey with company number 127570) (New Man), will enter into an equivalent irrevocable, non-discretionary arrangement with JPMS plc to enable the buy-back programme to be completed.