Pendragon PLC (“the Company”)
Results of Annual General Meeting
The Annual General Meeting of the Company was held on Thursday 27 April 2017 at 10.30am. The results of each resolution are set out in the table below.
| Resolution |
Votes for |
% For (to 2 d.p) |
Votes Against |
% Against (to 2 d.p) |
Votes Withheld |
| 1. To receive the annual accounts and Directors’ and Auditors Reports for year ended 31 December 2016 |
985,317,899 |
99.99 |
941,694 |
0.1 |
3,744,414 |
| 2. To approve the annual report on directors’ Remuneration, excluding the part containing the Directors’ remuneration policy |
966,066,769 |
98.60 |
13,757,503 |
1.4 |
10,179,935 |
| 3. To approve the Directors’ remuneration policy |
546,252,498 |
55.34 |
440,789,662 |
44.66 |
2,691,847 |
| 4. To approve the establishment of the Pendragon Value Creation Plan (VCP) |
518,694,863 |
52.55 |
468,398,636 |
47.45 |
2,910,508 |
| 5. To declare a final dividend of 0.75 pence per ordinary share |
987,246,336 |
99.99 |
45,925 |
0.01 |
2,711,746 |
| 6. To re-elect Mr M S Casha as a director |
982,877,141 |
99.56 |
4,356,520 |
0.44 |
2,770,346 |
7. To re-elect Mr
J S King as a director |
951,364,568 |
96.37 |
35,869,093 |
3.63 |
2,770,346 |
| 8. To appoint KPMG LLP as auditors of the Company |
952,868,863 |
96.52 |
34,308,836 |
3.48 |
2,826,308 |
| 9. To authorise directors to determine remuneration of the auditors |
980,075,372 |
99.28 |
7,074,650 |
0.72 |
2,826,308 |
| 10. To authorise the Directors to allot shares in the Company |
980,388,165 |
99.36 |
6,326,878 |
0.64 |
3,288,964 |
| 11. To authorise the directors to call a general meeting on not less than 14 clear days’ notice |
961,998,882 |
97.44 |
25,289,884 |
2.56 |
2,715,241 |
| 12. To authorise the Directors to dis-apply pre-emption rights when allotting shares in connection with an acquisition or specified capital investment |
986,904,037 |
99.97 |
295,164 |
0.03 |
2,804,806 |
| 13. To authorise the Directors to dis-apply pre-emption rights when allotting shares in connection with an acquisition or specific capital investment which is announced contemporaneously with, or has taken place in the preceding six months |
985,390,575 |
99.82 |
1,790,626 |
0.18 |
2,822,806 |
| 14. To authorise the Company to make market purchases of its shares |
979,911,063 |
99.28 |
7,101,067 |
0.72 |
2,991,876 |
All resolutions were passed. Resolutions 11 to 14 were passed as special resolutions.
Chris Chambers, Chairman of the Remuneration Committee commented as follows on the outcome of resolutions 3 and 4:
“We note that shareholders approved our new remuneration policy and value creation plan. The Board believes that this new policy, and the VCP is fundamental in supporting the delivery of our strategy, rewarding both the executives and senior management group driving its successful delivery, on its maturity in four years’ time. The IMS issued today demonstrates that management are already making significant progress in the implementation of the strategy”.
RICHARD MALONEY
COMPANY SECRETARY
27 APRIL 2017
Enquiries: Finsbury Philip Walters Tel: 0207 2513801
Pendragon PLC Tel: 01623 725200
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