REG - Just Group plc - Result of AGM

JustAnnouncement

09/05/2023 13:15

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RNS Number : 8242Y  Just Group PLC  09 May 2023

9 May 2023

 

JUST GROUP PLC

(the "Company")

RESULTS OF ANNUAL GENERAL MEETING HELD ON 9 MAY 2023

The Company announces that at its Annual General Meeting ("AGM") held earlier
today, all resolutions proposed were duly passed and details of the results of
the poll are set out below:

 RESOLUTIONS                                                                                    FOR                       AGAINST                   TOTAL VOTES CAST  TOTAL VOTES CAST AS A % OF ISSUED SHARE CAPITAL (EXC. VOTES WITHELD)  NO. OF VOTES WITHHELD
 RESOLUTIONS:                                                                                   NO. OF VOTES  % OF VOTES  NO. OF VOTES  % OF VOTES

 (*Special Resolution)

 1.            To receive the audited accounts of the Company for the financial year ended 31   846,785,294   99.99       57,362        0.01        846,842,656       81.53%                                                                3,028,869
               December 2022 together with the Strategic Report, Directors' Report and the
               Auditor's Report  on those accounts
 2.            To approve the Directors' Remuneration Report, in the form set out in the 2022   807,852,479   95.06       41,938,546    4.94        849,791,025       81.81%                                                                80,500
               Annual Report and Accounts
 3.            To approve the Directors' Remuneration Policy                                    810,331,240   95.35       39,534,784    4.65        849,866,024       81.82%                                                                5,501
 4.            To declare a final dividend of 1.23 pence per ordinary share for the year        849,815,095   99.99       53,830        0.01        849,868,925       81.82%                                                                2,600
               ended 31 December 2022, payable on 17 May 2023 to ordinary shareholders named
               on the register of members at the close of business on 14 April 2023, provided
               that the Board may cancel the dividend and, therefore, payment of the dividend
               at any time prior to payment, if it considers it necessary to do so for
               regulatory capital purposes
 5.            To elect Mary Phibbs as a Director of the Company                                843,330,283   99.23       6,534,882     0.77        849,865,165       81.82%                                                                6,360
 6.            To re-elect Michelle Cracknell as a Director of the Company                      836,272,493   98.40       13,592,372    1.60        849,864,865       81.82%                                                                6,660
 7.            To re-elect John Hastings-Bass as a Director of the Company                      814,021,565   95.78       35,839,800    4.22        849,861,365       81.82%                                                                10,160
 8.            To re-elect Mary Kerrigan as a Director of the Company                           843,330,761   99.23       6,534,104     0.77        849,864,865       81.82%                                                                6,660
 9.            To re-elect Andrew Parsons as a Director of the Company                          841,452,147   99.01       8,407,731     0.99        849,859,878       81.82%                                                                11,647
 10.           To re-elect David Richardson as a Director of the Company                        843,227,393   99.22       6,632,485     0.78        849,859,878       81.82%                                                                11,647
 11.           To re-elect Kalpana Shah as a Director of the Company                            843,232,049   99.22       6,631,329     0.78        849,863,378       81.82%                                                                8,147
 12.           To re-appoint PricewaterhouseCoopers LLP as the Company's auditor                838,331,956   98.64       11,539,509    1.36        849,871,465       81.82%                                                                60
 13.           To authorise the Group Audit Committee to determine the remuneration of the      849,782,143   99.99       87,835        0.01        849,869,978       81.82%                                                                1,547
               Company's auditor
 14.           To authorise the Company to make political donations                             844,217,624   99.66       2,853,901     0.34        847,071,525       81.55%                                                                2,800,000
 15.           To authorise the Directors to allot shares.                                      844,413,023   99.36       5,454,772     0.64        849,867,795       81.82%                                                                3,730
 16.           To grant the Directors general authority to disapply pre-emption rights*         829,261,101   97.58       20,606,924    2.42        849,868,025       81.82%                                                                3,500
 17.           To grant the Directors additional authority to disapply pre-emption rights       764,655,856   89.97       85,215,669    10.03       849,871,525       81.82%                                                                0

               (acquisitions/capital investments)*
 18.           To authorise the Company to purchase its own shares*                             836,892,589   98.64       11,498,914    1.36        848,391,503       81.68%                                                                1,480,022
 19.           To authorise the Directors to allot shares in relation to contingent             836,984,376   98.48       12,879,949    1.52        849,864,325       81.82%                                                                7,200
               convertible securities
 20.           To disapply pre-emption rights in relation to contingent convertible             837,016,716   98.49       12,854,809    1.51        849,871,525       81.82%                                                                0
               securities*
 21.           To authorise the Directors to convene a general meeting on not less than 14      841,083,653   98.97       8,787,872     1.03        849,871,525       81.82%                                                                0
               clear days' notice*
 22.           To approve the rules of the Just Group plc Long Term Incentive Plan              836,471,237   98.43       13,324,987    1.57        849,796,224       81.81%                                                                75,301
 23.           To approve the rules of the Just Group plc Deferred Share Bonus Plan             838,132,748   98.63       11,600,611    1.37        849,733,359       81.81%                                                                138,166
 24.           To approve the rules of the Just Group plc Sharesave Scheme                      849,748,019   99.99       43,019        0.01        849,791,038       81.81%                                                                80,487

Full details of the resolutions passed, together with explanatory notes, are
set out in the Notice of Annual General Meeting dated 24 March 2023, which is
available
at https://www.justgroupplc.co.uk/investors/shareholder-information/agm
(https://www.justgroupplc.co.uk/investors/shareholder-information/agm)
.

Notes:

1)   The votes "For" and "Against" are expressed as a percentage of the
votes cast.

2)   Votes "For" include discretionary votes.

3)   A vote "withheld" is not a vote in law and is not counted in the
calculation of the votes "For" or "Against" a resolution.

4)   The total number of shares in issue on 4 May 2023 was 1,038,702,932
ordinary shares of 10 pence each, which was the total number of shares
entitling the holders to attend and vote for or against all the resolutions at
the AGM. In accordance with the Company's Articles of Association, on a poll
every member present in person or by proxy has one vote for every share held.

 

In accordance with Listing Rule 9.6.2, copies of all resolutions, other than
those concerning ordinary business passed at the AGM, will shortly be
available for inspection on the FCA's National Storage Mechanism,
at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .

 

Board & Committee changes

 

The membership of the Just Group plc Board, key board committees and main
subsidiaries following the AGM are shown below.

 Just Group plc ("Group") Board:                  John Hastings-Bass - Chair

                                                  Executive Directors:

                                                  David Richardson - Group Chief Executive Officer

                                                  Andrew Parsons (known as Andy Parsons) - Group Chief Financial Officer

Independent Non-Executive Directors:

 

                                                  Paul Bishop

                                                  Michelle Cracknell

                                                  Mary Kerrigan

                                                  Mary Phibbs - Senior Independent Director

                                                  Kalpana Shah

 Group Audit Committee:                           Paul Bishop - Chair

                                                  Mary Kerrigan

                                                  Mary Phibbs

                                                  Kalpana Shah

 Group Risk and Compliance Committee:             Kalpana Shah - Chair

                                                  John Hastings-Bass

                                                  Mary Phibbs

 Market Disclosure Committee:                     John Hastings-Bass - Chair

                                                  Andy
                                                  Parsons

                                                  Mary
                                                  Phibbs

                                                  David Richardson

 Nomination and Governance Committee:             John Hastings-Bass - Chair

                                                  Michelle Cracknell

                                                  Mary Phibbs

 Remuneration Committee:                          Michelle Cracknell - Chair

                                                  John Hastings-Bass

                                                  Mary Phibbs

 

 

As previously reported, Paul Bishop did not seek re-election at the 2023 AGM
and therefore retired from the Group Board at the conclusion of the meeting.
However, as announced on 3 May 2023, he has been reappointed as an Independent
Non-Executive Director of the Group and as Chair of the Group, JRL and PLACL
Audit Committees  ("Audit Chair"). Paul will also remain as a Non-Executive
Director of the of the Group's regulated life companies, JRL and PLACL. Paul
will continue as a Non-Executive Director and Audit Chair until the
authorisation process for Mary Phibbs is complete to provide continuity and
ensure a smooth transition.

 

 Enquiries

 General                                 Media

 Simon Watson, Group Company Secretary   Stephen Lowe, Group Communications Director

 Telephone: +44 (0) 20 7444 8400         Telephone: +44 (0) 1737 827 301

                                         press.office@wearejust.co.uk

 Investors / Analysts

 Alistair Smith, Investor Relations      Temple Bar Advisory

 Telephone: +44 (0) 1737 232 792         Alex Child-Villiers

 alistair.smith@wearejust.co.uk          William Barker

                                         Telephone: +44 (0) 20 7183 1190

 Paul Kelly, Investor Relations

 Telephone: +44 (0) 20 7444 8127

 paul.kelly@wearejust.co.uk

 

A copy of this announcement will be available on the Group's
website www.justgroupplc.co.uk.

 

JUST GROUP PLC

Enterprise House

Bancroft Road

Reigate

RH2 7RP

 

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