REG - Close Bros Grp PLC - Result of AGM

Close BrothersAnnouncement

18/11/2021 15:05

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RNS Number : 8702S  Close Brothers Group PLC  18 November 2021

Close Brothers Group plc

 

AGM Results and Statement

 

 

At the Annual General Meeting ("AGM") of Close Brothers Group plc (the
"Company") held on 18th November 2021 at 11am, all resolutions put to
shareholders were duly passed on a poll with the required majorities. The full
text of each resolution is contained in the Notice of Annual General Meeting
(the "Notice"). Resolutions 1 to 20 were passed as ordinary resolutions.
Resolutions 21 to 25 were passed as special resolutions. As more than 50 per
cent of the total shares of the Company were represented at the AGM, in line
with the Remuneration Code, Resolution 26 was required to be approved by a
majority of at least 66 per cent of the shares represented at the AGM.

 

The following votes were cast in respect of the AGM resolutions:

 

                                                                                      Total Votes For  %       For        Total Votes Against  % Against  Total Votes Cast  % of Issued Share Capital Voted  Votes Withheld

      Ordinary Resolutions
 1.   To receive and adopt the Company's 2021 Annual Report and Accounts              124,651,558      100.00             2,426                0.00       124,653,984       82.89%                           253,882
 2.   To approve the Directors' Remuneration Report (excluding the Directors'         121,785,594      97.80              2,736,118            2.20       124,521,712       82.80%                           386,154
      Remuneration Policy) for the financial year ended 31 July 2021
 3.   To approve the Directors' Remuneration Policy                                   102,486,257      84.22              19,202,706           15.78      121,688,963       80.91%                           3,218,903
 4.   To authorise the payment of a final dividend on the ordinary shares of 42.0     124,844,673      99.95              63,066               0.05       124,907,739       83.05%                           127
      pence per share
 5.   To reappoint Mike Biggs as a Director of the Company                            122,889,865      98.32              2,101,518            1.68       124,991,383       83.11%                           2,499
 6.   To reappoint Adrian Sainsbury as a Director of the Company                      124,988,768      100.00             2,615                0.00       124,991,383       83.11%                           2,499
 7.   To reappoint Mike Morgan as a Director of the Company                           124,955,974      99.97              35,536               0.03       124,991,510       83.11%                           2,372
 8.   To reappoint Oliver Corbett as a Director of the Company                        122,918,555      98.34              2,072,828            1.66       124,991,383       83.11%                           2,499
 9.   To reappoint Peter Duffy as a Director of the Company                           122,888,391      98.32              2,101,987            1.68       124,990,378       83.11%                           3,504
 10.  To reappoint Patricia Halliday as a Director of the Company                     124,988,277      100.00             3,375                0.00       124,991,652       83.11%                           2,230
 11.  To reappoint Lesley Jones as a Director of the Company                          122,349,289      97.89              2,642,363            2.11       124,991,652       83.11%                           2,230
 12.  To reappoint Bridget Macaskill as a Director of the Company                     121,662,226      97.34              3,329,779            2.66       124,992,005       83.11%                           1,877
 13.  To reappoint Tesula Mohindra as a Director of the Company                       124,989,037      100.00             2,615                0.00       124,991,652       83.11%                           2,230
 14.  To reappoint Mark Pain as a Director of the Company                             124,986,403      100.00             4,480                0.00       124,990,883       83.11%                           2,999
 15.  To reappoint Sally Williams as a Director of the Company                        122,918,564      98.34              2,073,088            1.66       124,991,652       83.11%                           2,230
 16.  To reappoint PricewaterhouseCoopers LLP as auditor of the Company               124,076,271      99.34              830,604              0.66       124,906,875       83.05%                           991
 17.  To authorise the Audit Committee, acting for and on behalf of the Board, to     124,877,564      99.98              28,500               0.02       124,906,064       83.05%                           1,802
      determine the remuneration of the auditor
 18.  To authorise the Board to allot shares in the Company and to grant rights to    119,616,556      95.76              5,289,900            4.24       124,906,456       83.05%                           1,413
      subscribe for or convert any security into shares (within prescribed limits)
      (see Notice)
 19.  To authorise the Board to allot shares in the Company and to grant rights to    121,715,314      97.45              3,190,213            2.55       124,905,527       83.05%                           2,339
      subscribe for or convert any security into shares in relation to any issue of
      AT1 securities (within prescribed limits) (see Notice)
 20.  That (a) the Close Brothers Group plc Sharesave Plan 2021 be approved; and (b)  124,836,606      99.95              60,848               0.05       124,897,454       83.05%                           10,412
      the Board be authorised to adopt further plans (see Notice)
      Special Resolutions
 21.  That, if resolution 18 granting authority to allot shares is passed, the Board  121,057,348      96.92              3,848,655            3.08       124,906,003       83.05%                           1,863
      be given power to allot equity securities for cash up to an aggregate nominal
      amount equal to 5% of the Company's issued share capital (see Notice)
 22.  That, if resolution 18 granting authority to allot shares is passed, the Board  109,965,120      88.04              14,940,883           11.96      124,906,003       83.05%                           1,863
      be given power to allot equity securities for cash up to an aggregate nominal
      amount equal to a further 5% of the Company's issued share capital (see
      Notice)
 23.  That, if resolution 19 granting authority to allot AT1 securities is passed,    121,714,808      97.44              3,191,426            2.56       124,906,234       83.05%                           1,632
      the Board be given power to allot equity securities for cash (see Notice)
 24.  That the Company be authorised to make one or more market purchases of its      123,759,515      99.10              1,121,993            0.90       124,881,508       83.04%                           26,358
      ordinary shares of 25p each (see Notice)
 25.  That a general meeting other than an annual general meeting may be called on    122,521,105      98.09              2,385,971            1.91       124,907,076       83.05%                           790
      not less than 14 clear days' notice
      Resolution with the voting threshold set out in the Notice
 26.  To authorise the Company and its subsidiaries (the "Group") to apply a ratio    124,177,526      99.99              15,599               0.01       124,193,125       82.58%                           714,741
      in relation to the fixed and variable components of remuneration for certain
      Directors and employees of the Group (see Notice)

 

NOTES:

1.   'Total Votes For' include votes recorded as at the discretion of the
Chairman of the meeting.

2.   The 'Vote Withheld' option was provided to enable shareholders to
refrain from voting on any particular resolution. A vote withheld is not a
vote in law and has not been counted in the calculation of the proportion of
the vote 'For' and 'Against' a resolution.

3.   For the purposes of the AGM, the issued share capital of the Company
was 150,392,803 ordinary shares (excluding 1,667,487 treasury shares).

4.   The full text of the resolutions is detailed in the Notice of Annual
General Meeting available on the Company website at

www.closebrothers.com/investor-relations/shareholder-information/annual-general-meeting
(http://www.closebrothers.com/investor-relations/shareholder-information/annual-general-meeting)
.

 

 

Helen Thorpe

Head of Secretariat

Close Brothers Group plc

 

LEI code: 213800W73SYHR14I3X91

18 November 2021

07725 216541

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