REG - De La Rue PLC - Result of AGM

De La RueAnnouncement

07/09/2023 14:00

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RNS Number : 7596L  De La Rue PLC  07 September 2023

 

 

DE LA RUE PLC

RESULTS OF ANNUAL GENERAL MEETING

 

The Annual General Meeting (the "AGM") of De La Rue plc ("De La Rue" or the
"Company") was held at 10:00am today, Thursday 7 September 2023, at De La Rue
House, Jays Close, Viables, Basingstoke, Hampshire, RG22 4BS, United Kingdom.

The Company announces that the Resolutions (as set out in the Notice of Annual
General Meeting) were, other than resolution 15, duly passed on a poll in
which every member present in person or proxy had one vote for each Ordinary
Share held.

The poll results on the Resolutions, are as follows:

 

Poll Voting Figures

 

      RESOLUTION                                                       FOR                                                                         AGAINST                                                      TOTAL                                                             WITHHELD
                                                                       Number of Votes                                    % of votes Cast          Number of Votes                   % of votes Cast            Votes Cast (Excluding Withheld)     % of Issued Share Capital     Number of Votes
 Ordinary Resolutions
 1.   Receive the Annual Report and Accounts                                 144,982,781                                  99.87%                              192,917                0.13%                            145,175,698                   74.12%                                    4,024,701

 2.   Approve the Directors' Remuneration Policy                             108,377,537                                  96.80%                           3,579,191                 3.20%                            111,956,728                   57.16%                                  37,243,671

 3.   Approve the Directors' Remuneration Report                             111,422,255                                  99.52%                              539,920                0.48%                            111,962,175                   57.17%                                  37,238,224

 4.   Re-elect Nick Bray                                                     107,814,594                                  96.11%                           4,362,457                 3.89%                            112,177,051                   57.27%                                  37,023,348

 5.   Re-elect Ruth Euling                                                   144,678,249                                  99.71%                              421,319                0.29%                            145,099,568                   74.08%                                    4,097,814

 6.   Re-elect Mark Hoad                                                     148,114,713                                  99.29%                           1,060,791                 0.71%                            149,175,504                   76.17%                                        24,895

 7.   Re-elect Dean Moore                                                    107,022,240                                  95.41%                           5,153,710                 4.59%                            112,175,950                   57.27%                                  37,024,449

 8.   Re-elect Clive Vacher                                                  109,407,065                                  97.60%                           2,690,177                 2.40%                            112,097,242                   57.23%                                  37,100,140

 9.   Re-elect Clive Whiley                                                  129,062,975                                  88.90%                         16,109,522                  11.10%                           145,172,497                   74.12%                                    4,027,902

 10.  Re-appoint Ernst and Young LLP as Auditor                              144,851,662                                  99.77%                              328,941                0.23%                            145,180,603                   74.13%                                    4,019,796

 11.  Authorise the Directors to determine the Auditor's remuneration        144,971,487                                  99.86%                              202,799                0.14%                            145,174,286                   74.12%                                    4,026,113

 12.  Authorise political donations and political expenditure                143,497,115                                  98.85%                           1,665,467                 1.15%                            145,162,582                   74.12%                                    4,037,817

 13.  Authorise the Directors to allot shares                                142,950,738                                  98.58%                           2,055,582                 1.42%                            145,006,320                   74.04%                                    4,194,079

 Special Resolutions
 14.  Dis-application of pre-emption rights                                                                      129,477,238             89.30%                           15,508,648                  10.70%                            144,985,886                74.03%                                          4,214,513

 15.  Additional dis-application of pre-emption rights                                                             99,676,489            68.75%                           45,308,796                  31.25%                            144,985,285                74.03%                                          4,215,114

 16.  Authorise the Company to make on-market purchases of its own shares                                        144,770,009             99.71%                                423,961                0.29%                             145,193,970                74.13%                                          4,006,429

 17.  Shortened notice of general meetings                                                                       106,903,265             95.29%                             5,286,114                 4.71%                             112,189,379                57.28%                                        37,011,020

 Ordinary Resolution
 18.  Approve the De La Rue Investor Returns Plan                                                                139,634,767             96.27%                             5,408,866                 3.73%                             145,043,633                74.06%                                          4,156,766

 

1.     The percentages voted 'For' and 'Against' are expressed as a
proportion of the total votes cast, which does not include votes withheld
since for legal purposes a vote withheld is not a vote cast.

2.     Any proxy appointments which gave discretion to the Chairman of the
meeting have been included in the 'For' totals.

3.     As at 6:00 p.m. on 5 September 2023 (being the record time for
calculating voting rights at the Annual General Meeting), the Company had
195,857,207 Ordinary Shares in issue and the total number of voting rights in
respect of these Ordinary Shares was 195,857,207, each Ordinary Share carrying
one vote.

The Board notes the level of votes cast against resolution 15, the additional
dis-application of pre-emption rights.  The resolutions proposed were
entirely in line with the Statement of Principles published by the Pre-Emption
Group in November 2022 and the specific authority sought under this resolution
would have been limited to issuance of equity for cash in connection with an
acquisition or specified capital investment.  The Board is aware that market
practice in relation to the dis-application of pre-emption rights has yet to
settle on a consensus position, notwithstanding the Austin Review of secondary
capital raising and the subsequent amendment of the Statement of Principles by
the Pre-Emption Group.  As recommended in the UK Corporate Governance Code,
the Board will engage with its largest shareholders regarding the voting
result in relation to pre-emption.

In accordance with Listing Rule 9.6.2R, a copy of the Resolutions that were
carried, other than those concerning ordinary business, will be submitted to
the National Storage Mechanism, where they will shortly be available for
inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://checkpoint.url-protection.com/v1/url?o=https%3A//data.fca.org.uk/&g=MDM5MDQ2MTRmZWRiNzBjOQ==&h=ZTQ1YjlkY2E2OTc1OGNiNjQ1YjQ4MjdjMzJlODg1YWJjZWQ1MGNkNmE3MzZjMjZkMzIxMDY0Y2Y0MmUwNzA4MA==&p=Y3AxZTpkZWxhcnVlMTYzMDUwMzk1MDQxOTpjOm86YTdlNjY1MjkxOTNiOTcxMDc2YmQ2ODUyZmZiMDAwZDk6djE6cDpU#/nsm/nationalstoragemechanism)
. In addition, a copy of the Resolutions that were carried will also be filed
with Companies House.

 

The results of the Annual General Meeting held on 7 September 2023 will be
available to view on the Company's website at www.delarue.com
(https://checkpoint.url-protection.com/v1/url?o=http%3A//www.delarue.com&g=ODUwYjQ1ZDcwYmVjMDY2MA==&h=ZWZiMzJhNTAxYjIzNWI2MzZiZmE3YjlmNmQ0ZjRhODQyNGU2MDBhN2FiN2ZkN2UwZDNiMTg3NzNlNzA2NTJlMw==&p=Y3AxZTpkZWxhcnVlMTYzMDUwMzk1MDQxOTpjOm86YTdlNjY1MjkxOTNiOTcxMDc2YmQ2ODUyZmZiMDAwZDk6djE6cDpU)
.

 

Jon Messent, Company Secretary

Contact Number: 01256 605212

7 September 2023

 

De La Rue plc's LEI code is 213800DH741LZWIJXP78

 

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