REG - Man Group plc - Result of AGM

ManAnnouncement

10/05/2019 15:00

RNS Number : 7171Y
Man Group plc
10 May 2019
 


Result of AGM
Man Group plc (the "Company") held its Annual General Meeting ("AGM") at 10.00am on Friday 10 May 2019. All resolutions presented at the AGM were put to the meeting on a poll and were passed with the requisite majority. The full results are detailed below. 
The issued ordinary share capital as at 8 May 2019, the voting record date, was 1,610,142,313 (including treasury shares). The Company held 67,863,338 shares in Treasury, which do not carry any voting rights. Therefore, the total number of voting rights in the Company as at the voting record date was 1,542,278,975.



 
 
Resolution


 FOR
 


AGAINST


Number of votes withheld




No. of shares


%


No. of shares


%




Receive the Annual Report and financial statements


1,091,058,085


100.00


43,030


0.00


1,000,367




Approve the Directors' Remuneration report


1,021,697,914


93.59


69,956,885


6.41


434,650




Declare a final dividend


1,092,086,671


100.00


9,696


0.00


5,115




Reappoint Katharine Barker as a director


1,088,782,072


99.74


2,847,374


0.26


473,910




Reappoint Richard Berliand as a director


1,085,151,302


99.41


6,454,474


0.59


509,613




Reappoint Zoe Cruz as a director
 


1,088,761,569


99.74


2,836,732


0.26


505,055




Reappoint John Cryan as a director


1,087,284,694


99.61


4,310,396


0.39


508,266




Reappoint Luke Ellis as a director


1,088,489,324


99.68


3,455,386


0.32


158,646




Reappoint Andrew Horton as a director


1,084,583,773


99.36


7,012,919


0.64


506,664




Reappoint Mark Jones as a director


1,079,457,036


98.89


12,131,470


1.11


514,850




Reappoint Matthew Lester as a director


1,087,436,828


99.62


4,139,105


0.38


527,423




Reappoint Ian Livingston as a director


996,620,722


91.32


94,778,693


8.68


703,941




Reappoint Dev Sanyal as a director


1,088,383,346


99.71


3,210,014


0.29


509,996




Reappoint Jonathan Sorrell as a director


1,087,736,677


99.65


3,859,889


0.35


506,790




Reappoint Deloitte LLP as auditor


1,091,533,959


99.96


438,211


0.04


131,186




Determine the remuneration of the auditor


1,090,532,754


99.87


1,460,076


0.13


110,526




Authorise political donations and expenditure


1,085,235,175


99.39


6,703,738


0.61


164,443




Authorise the directors to allot shares


942,498,662


86.31


149,547,668


13.69


57,026




Authorise the directors to allot shares for cash other than on a pro-rata basis to existing shareholders*


958,648,843


87.79


133,366,678


12.21


87,835




Authorise the directors to allot shares for cash other than on a pro-rata basis to existing shareholders in relation to acquisitions and specified capital investments*


851,200,006


77.95


240,804,931


22.05


98,419




Authorise the Company to purchase its own shares*


1,040,834,137


95.36


50,598,876


4.64


670,343




Authorise the directors to call general meetings on 14 clear days' notice*


1,010,508,574


92.53


81,561,983


7.47


32,259



 
* Special Resolution requiring 75% majority
 
The Board notes that 77.95% of shareholders voted for and 22.05% voted against Resolution 20 which relates to the disapplication of pre-emption rights authority in connection with an acquisition or specified capital investment. The resolution is in line with the Investment Association's Share Management Guidelines and the Pre-Emption Group's Statement of Principles.     
We understand from recent discussions with some of the shareholders that did not support this Resolution that they may prefer to have the opportunity to vote on specific proposals for a transaction requiring this level of pre-emptive issue.  We will continue our dialogue with these shareholders and take their views into account when considering our future plans.
Update on implementation of share buy-back programme announced on 22 October 2018
Following the passing of the resolutions at the AGM today, the Company has agreed to further extend the engagement period of its irrevocable, non-discretionary arrangement with J.P. Morgan Securities plc ("JPMS plc") (announced to the market on 22 October 2018, and extended on 21 December 2018) to repurchase, on its behalf, ordinary shares in the Company up to a maximum consideration of $100 million. The engagement period shall now continue up to and including 20 May 2019.
There is $28.2 million outstanding under the share buy-back programme.  To the extent that any amount remains outstanding on 20 May 2019, assuming the implementation of the corporate reorganisation to introduce a new ultimate holding company becomes effective on 28 May 2019, the new ultimate holding company, Man Group plc (incorporated in Jersey with company number 127570) (New Man), will enter into an equivalent irrevocable, non-discretionary arrangement with JPMS plc to enable the buy-back programme to be completed. 
 
 




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