REG - Grafton Group PLC - Result of AGM

GraftonAnnouncement

02/05/2024 17:30

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RNS Number : 0773N  Grafton Group PLC  02 May 2024

2 May 2024

 

Grafton Group plc

(the "Company")

 

Results of the Annual General Meeting of the Company

held at 10.30am (Irish Time) on 2 May 2024

 

Grafton Group plc (the "Company") held its Annual General Meeting ("AGM") on 2
May 2024 during which resolutions 1 to 11 were duly passed in line with the
Board's recommendation.  Resolution 12, a shareholder resolution, was not
passed in line with the recommendation of the Board.

 

All resolutions, as set out in the Notice of AGM, were voted on by way of a
poll and the results were as follows:

  Resolution                                                                              For           %        Against      %       Withheld
 1        To receive and consider the financial statements for the year ended 31          124,244,146   99.998   2,534        0.002   1,298,901
          December 2023.
 2        To declare and pay a final dividend of 26.0 pence per Ordinary Share for the    125,532,408   99.999   710          0.001   12,463
          year ended 31 December 2023.
 3(a)     To re-elect Eric Born as a Director.                                            123,140,915   98.88    1,388,626    1.12    1,016,040
 3(b)     To re-elect David Arnold as a Director.                                         123,878,435   98.71    1,624,928    1.29    42,218
 3(c)     To re-elect Susan Murray as a Director.                                         118,747,557   94.60    6,784,688    5.40    13,336
 3(d)     To re-elect Vincent Crowley as a Director.                                      119,791,596   95.56    5,568,705    4.44    185,280
 3(e)     To re-elect Rosheen McGuckian as a Director.                                    122,153,379   97.42    3,233,804    2.58    158,398
 3(f)     To re-elect Avis Darzins as a Director.                                         122,146,791   97.42    3,240,897    2.58    157,893
 3(g)     To elect Mark Robson as a Director.                                             124,349,729   99.06    1,182,516    0.94    13,336
 3(h)     To elect Ian Tyler as a Director.                                               124,477,282   99.16    1,055,673    0.84    12,626
 4        To consider the continuation in office of PricewaterhouseCoopers as Auditors    124,518,113   99.19    1,020,567    0.81    6,901
          of the Company.
 5        To authorise the Directors to fix the remuneration of the Auditors for the      125,535,720   99.9997  414          0.0003  9,447
          year ended 31 December 2024.
 6        To receive and consider the Chair's Annual Statement and the Annual Report on   123,729,361   98.61    1,741,874    1.39    74,346
          Remuneration of the Remuneration Committee for the year ended 31 December
          2023.
 7        To approve the convening of an Extraordinary General Meeting on 14 clear days'  121,240,355   96.57     4,300,762   3.43    4,464
          notice.
 8        To authorise the Directors to allot relevant securities.                        124,213,485   98.97    1,294,932    1.03    37,164

 9        To authorise the Directors to dis-apply statutory pre-emption rights and allot  125,485,744   99.99    10,433       0.01    49,404
          up to five per cent of the issued ordinary share capital of the Company.
 10       To authorise market purchases of the Company's own shares.                      124,386,407   99.18    1,023,867    0.82    135,307
 11       To determine the price range for the re-issue of treasury shares off-market.    125,394,048   99.99    17,598       0.01    133,935
 12       Impact of share buybacks on earnings per share performance condition of awards   29,712,073   21.41    109,092,626  78.59   240,882
          granted to participants of the 2021 Long Term Incentive Plan of the Company.

 

As noted above, Resolution 12 was a shareholder resolution and the Board
recommended that shareholders vote against this resolution.  The Board notes
that while 78.59 per cent of votes cast supported the Board's recommendation
and voted against this resolution, a notable minority of votes were cast in
favour of this resolution. The views of shareholders are important to us and
we will consult with those shareholders who voted in favour of the shareholder
resolution to better understand their specific concerns and publish an update
in due course in accordance with the provisions of the UK Corporate Governance
Code.

( )

Notes:

1.   Votes "For" and "Against" are expressed as a percentage of votes
received.

2.   A vote "Withheld" is not a vote in law and is not counted in the
calculation of the votes "For" or "Against" the resolution.

3.   A total of 125,545,581 votes were validly cast for all resolutions
other than Resolution 12 where the number of votes validly cast was
139,045,581.

 

The full text of these resolutions is set out in the Notice of AGM, which was
included in the AGM Circular made available to shareholders on 26 March 2024
and which is available on the Company's website at:
https://www.graftonplc.com/investors/shareholder-services/shareholder-meetings/
(https://www.graftonplc.com/investors/shareholder-services/shareholder-meetings/)
.

As required by the Listing Rules of the London Stock Exchange, copies of all
resolutions passed by the company other than resolutions concerning ordinary
business have been forwarded to the UK's National Storage Mechanism where they
will shortly be available for inspection at

https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .

 

For further information, please contact:

Susan Lannigan

Deputy Company Secretary

Grafton Group plc

Telephone: +353 1 2160600

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