16 May 2019

Quilter plc

 

Result of Annual General Meeting 2019

 

Quilter plc (the "Company") announces that at its Annual General Meeting ("AGM") held earlier today, all the resolutions put to shareholders were passed by the requisite majorities with the exception of resolution 19 ("To authorise the Directors to allot shares") which was largely opposed by South African shareholders. Resolutions 1 to 18 and resolution 23 were passed as ordinary resolutions and resolutions 20, 21, 22 and 24 were passed as special resolutions.

 

The authority sought by the Company pursuant to resolution 19 is considered routine for UK listed companies and is in accordance with the UK Investment Association's share capital management guidelines and prevailing voting guidelines of leading corporate governance agencies applicable to UK listed companies. Given this, the resolution received overwhelming support from our UK investors. However, certain overseas institutional investors, mainly in South Africa, have not supported this resolution and thus the resolution has been narrowly rejected.  

 

The Company notes that more than 20% of the votes cast on resolution 18 ("To authorise political donations by the Company and its subsidiaries") were against that resolution. 

 

Following the outcome of today's vote, the Company will continue to engage with shareholders to better understand their concerns on both of these issues and, if possible, allay any such concerns for the future. The Company notes that it had specifically not sought a resolution to disapply pre-emption rights to address known concerns regarding potentially dilutive share offers. In accordance with the UK Corporate Governance Code, the Company will provide an update on those discussions in due course.

The results of the poll are set out below.

 

	Resolution	Number of votes cast "For" the resolution	% of votes cast "For" the resolution	Number of votes cast "Against" the resolution	% of votes cast "Against" the resolution	Total number of votes cast	% of issued share capital voted	Number of votes Withheld	Total votes Withheld as a % of issued share capital
1.	To receive the 2018 Report and Accounts	1,349,720,704	100.00	9,858	0.00	1,349,730,562	70.95	1,283,610	0.07
2.	To approve the Remuneration Report	1,203,059,702	96.76	40,251,195	3.24	1,243,310,897	65.36	107,698,990	5.66
3.	To approve the Directors' Remuneration Policy	1,297,617,373	96.61	45,590,929	3.39	1,343,208,302	70.61	7,803,013	0.41
4.	To declare a final dividend	1,350,863,987	100.00	14,881	0.00	1,350,878,868	71.01	132,448	0.01
5.	To re-elect Paul Feeney as a Director	1,344,687,196	100.00	46,739	0.00	1,344,733,935	70.69	6,277,381	0.33
6.	To re-elect Rosemary Harris as a Director	1,342,493,969	99.83	2,235,528	0.17	1,344,729,497	70.69	6,280,391	0.33
7.	To re-elect Glyn Jones as a Director	1,342,444,909	99.83	2,280,482	0.17	1,344,725,391	70.69	6,284,497	0.33
8.	To re-elect Suresh Kana as a Director	1,341,019,311	99.72	3,699,076	0.28	1,344,718,387	70.69	6,291,501	0.33
9.	To re-elect Moira Kilcoyne as a Director	1,344,681,020	100.00	42,050	0.00	1,344,723,070	70.69	6,286,818	0.33
10.	To re-elect Jonathan Little as a Director	1,344,643,755	99.99	82,148	0.01	1,344,725,903	70.69	6,283,985	0.33
11.	To re-elect Ruth Markland as a Director	1,342,483,935	99.83	2,238,075	0.17	1,344,722,010	70.69	6,287,878	0.33
12.	To re-elect Paul Matthews as a Director	1,344,644,424	99.99	79,639	0.01	1,344,724,063	70.69	6,285,825	0.33
13.	To re-elect George Reid as a Director	1,341,869,808	99.79	2,854,226	0.21	1,344,724,034	70.69	6,285,854	0.33
14.	To re-elect Mark Satchel as a Director	1,344,433,564	99.98	288,299	0.02	1,344,721,863	70.69	6,286,597	0.33
15.	To re-elect Catherine Turner as a Director	1,344,682,000	100.00	43,020	0.00	1,344,725,020	70.69	6,284,868	0.33
16.	To re-appoint KPMG LLP as Auditors of the Company	1,142,208,738	84.83	204,227,568	15.17	1,346,436,306	70.78	4,575,009	0.24
17.	To authorise the Board Audit Committee to determine the Auditors' remuneration	1,346,308,167	99.66	4,544,386	0.34	1,350,852,553	71.01	157,335	0.01
18.	To authorise political donations by the Company and its subsidiaries	1,016,956,176	75.52	329,723,994	24.48	1,346,680,170	70.79	4,334,002	0.23
19.	To authorise the Directors to allot shares	697,977,863	49.47	712,861,594	50.53	1,410,839,457	74.17	166,998	0.01
20.	To authorise the Company to purchase its own shares*	1,320,173,918	97.77	30,071,046	2.23	1,350,244,964	70.98	769,207	0.04
21.	To authorise the Company to enter into a Contingent Purchase Contract*	1,340,525,907	99.75	3,366,531	0.25	1,343,892,438	70.65	7,117,449	0.37
22.	To amend the Company's Articles of Association in respect of an Odd-lot Offer*	1,346,094,568	99.98	314,825	0.02	1,346,409,393	70.78	4,601,923	0.24
23.	To authorise the Directors to implement an Odd-lot Offer	1,343,050,631	99.75	3,366,893	0.25	1,346,417,524	70.78	4,596,647	0.24
24.	To approve a contract to purchase shares in respect of an Odd-lot Offer*	1,327,224,696	99.75	3,362,049	0.25	1,330,586,745	69.95	4,594,433	0.24

*Special resolution

 

Notes:

i.    As at 6:30pm on 14 May 2019, the time by which shareholders who wanted to vote at the AGM must have been entered on the Company's register of members, the number of issued shares in the Company was 1,902,251,098 ordinary shares. In accordance with the Company's Articles of Association, on a poll every member present in person or by proxy had one vote for every share held.

 

ii.    There were no restrictions on shareholders to cast votes on any of the resolutions proposed at the AGM. Votes withheld are not votes in law and therefore have not been counted in the calculation of the proportion of the votes for or against a resolution.

 

In accordance with section 695 of the Companies Act 2006, votes cast in respect of shares held by or on behalf of Odd-lot Holders on the First Record Date (both terms as defined in the Notice of AGM) were excluded when determining whether resolution 24 was passed. For technical reasons, in order to effect this, the votes cast in respect of the aggregate number of shares that fall within limb (b) of the definition of "Odd-lots" in the Notice of AGM were deducted from their votes cast in favour of the resolution. For information purposes only, the unadjusted number of votes cast in favour of the resolution was 1,343,055,537.

 

iii.   All percentages are shown to two decimal places.

 

Pursuant to UK Listing Rule 9.6.2R, copies of all resolutions, other than those concerning ordinary business, passed at the AGM today have been submitted to the National Storage Mechanism and will shortly be available to view at http://www.morningstar.co.uk/uk/NSM.

 

The poll results and a webcast of the AGM will also be available to view shortly on the Company's website at quilter.com/agm.

 

- ends -

 

Enquiries:

 

Investor Relations: John-Paul Crutchley   Keilah Codd	+44 (0)20 7002 7016   +44 (0)20 7002 7054
Company Secretary: Patrick Gonsalves	+44 (0)20 7778 9670
Camarco   Geoffrey Pelham-Lane	+44 (0)20 3757 4985
Aprio (South Africa) Julian Gwillim	+27 (0)11 880 0037

 

About Quilter plc:

Quilter plc is a leading wealth management business in the UK and internationally, helping to create prosperity for the generations of today and tomorrow.

 

Quilter plc oversees £114.9 billion in investments (as at 31 March 2019).

 

It has an adviser and customer offering spanning: financial advice; investment platforms; multi-asset investment solutions; and discretionary fund management.

 

The business is comprised of two segments: Advice and Wealth Management and Wealth Platforms.

 

Advice and Wealth Management encompasses the financial planning network, Intrinsic; Quilter Private Client Advisers; the discretionary fund management business, Quilter Cheviot; and Quilter Investors, the Multi-asset investment solutions business. Wealth Platforms includes the Old Mutual Wealth UK Platform; Old Mutual International, including AAM Advisory in Singapore; and the Old Mutual Wealth Heritage life assurance business.

 

The Quilter plc businesses are being re-branded to Quilter over a period of approximately two years:

 

• The Multi-asset business is now Quilter Investors

• Intrinsic to Quilter Financial Planning

• The private client advisers business is now Quilter Private Client Advisers

• The UK Platform to Quilter Wealth Solutions

• The International business to Quilter International

• The Heritage life assurance business to Quilter Life Assurance

• Quilter Cheviot will retain its name.