REG - Close Bros Grp PLC - Result of AGM

Close BrothersAnnouncement

16/11/2023 15:00

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RNS Number : 7360T  Close Brothers Group PLC  16 November 2023

    Close Brothers Group plc

    AGM Results and Statement

 

 

 

 

At the Annual General Meeting ("AGM") of Close Brothers Group plc (the
"Company") held on 16 November 2023 at 11.00am, 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 16 were passed as ordinary resolutions.
Resolutions 17 to 22 were passed as special resolutions.

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 2023 Annual Report and Accounts.            123,592,131      100.00             1,752                0.00       123,593,883       82.14%                           269,181
 2.   To approve the Directors' Remuneration Report for the financial year ended 31  118,111,830      95.36              5,740,696            4.64       123,852,526       82.31%                           10,040
      July 2023.
 3.   To authorise the payment of a final dividend of 45.0 pence per share.          122,711,082      99.07              1,147,646            0.93       123,858,728       82.31%                           4,336
 4.   To elect Kari Hale as a Director of the Company.                               123,840,219      99.99              7,259                0.01       123,847,478       82.31%                           15,088
 5.   To re-elect Mike Biggs as a Director of the Company.                           115,926,982      93.60              7,922,972            6.40       123,849,954       82.31%                           12,612
 6.   To re-elect Adrian Sainsbury as a Director of the Company.                     123,840,087      99.99              13,189               0.01       123,853,276       82.31%                           9,290
 7.   To re-elect Mike Morgan as a Director of the Company.                          123,792,215      99.95              56,881               0.05       123,849,096       82.31%                           13,470
 8.   To re-elect Peter Duffy as a Director of the Company                           117,086,982      95.24              5,849,971            4.76       122,936,953       81.70%                           925,613
 9.   To re-elect Tracey Graham as a director of the Company.                        122,920,170      99.25              928,835              0.75       123,849,005       82.31%                           13,561
 10.  To re-elect Patricia Halliday as a Director of the Company.                    119,287,127      96.32              4,551,647            3.68       123,838,774       82.30%                           23,792
 11.  To re-elect Tesula Mohindra as a Director of the Company.                      119,295,241      96.33              4,551,215            3.67       123,846,456       82.31%                           16,110
 12.  To re-elect Mark Pain as a Director of the Company.                            118,382,446      95.59              5,465,627            4.41       123,848,073       82.31%                           14,493
 13.  To re-elect Sally Williams as a Director of the Company.                       119,295,981      96.32              4,554,994            3.68       123,850,975       82.31%                           11,591
 14.  To reappoint PricewaterhouseCoopers LLP as auditor of the Company.             122,539,793      98.94              1,313,260            1.06       123,853,053       82.31%                           10,011
 15.  To authorise the Audit Committee (on behalf of the Board) to determine the     123,830,267      99.98              25,995               0.02       123,856,262       82.31%                           6,802
      remuneration of the auditor.
 16.  To authorise the Board to allot shares in the Company and to grant rights to   115,121,051      92.95              8,732,066            7.05       123,853,117       82.31%                           9,449
      subscribe for or convert any security into shares (see Notice).
      Special Resolutions
 17.  To authorise the Board to allot shares in connection with AT1 Securities (see  116,972,450      94.45              6,877,176            5.55       123,849,626       82.31%                           12,940
      Notice).
 18.  That, subject to the passing of Resolution 16 the Board be given power to      118,271,193      95.49              5,580,923            4.51       123,852,116       82.31%                           10,948
      disapply pre-emption rights up to 5% (see Notice).
 19.  That, subject to the passing of Resolution 16 the Board be given power to      115,805,282      93.50              8,045,846            6.50       123,851,128       82.31%                           11,936
      disapply pre-emption rights up to an additional 5% in connection with an
      acquisition or other capital investment (see Notice).
 20.  That, subject to the passing of Resolution 17 the Board be given authority to  116,950,584      94.43              6,900,667            5.57       123,851,251       82.31%                           11,813
      disapply pre-emption rights in connection with AT1 Securities (see Notice).
 21.  That the Company be authorised to make one or more market purchases of its     122,525,232      98.94              1,316,217            1.06       123,841,449       82.30%                           21,615
      ordinary shares of 25p each (see Notice).
 22.  That a general meeting other than an annual general meeting may be called on   117,206,367      94.63              6,648,151            5.37       123,854,518       82.31%                           8,546
      not less than 14 clear days' 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
150,472,242 ordinary shares (excluding 1,588,048 treasury shares).

4.  The full text of the resolutions is detailed in the Notice 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)
.

 

 

Change of Committee Chairs

 

In accordance with Listing Rule 9.6.11, Close Brothers also announces that,
following the AGM, Oliver Corbett has retired as a director of the Company and
has stepped down as Chair of the Audit Committee with effect from 16 November
2023.

 

Kari Hale becomes Chair of the Audit Committee with effect from 16 November
2023. His other committee memberships remain unchanged.

( )

 

Enquiries: Sarah Peazer-Davies, Company Secretary

020 3837 6482

 

 

 

 

About Close Brothers

 

Close Brothers is a leading UK merchant banking group providing lending,
deposit taking, wealth management services and securities trading. We employ
approximately 4,000 people, principally in the United Kingdom and Ireland.
Close Brothers Group plc is listed on the London Stock Exchange and is a
constituent of the FTSE 250.

 

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