REG - Mears Grp PLC - Result of AGM

MearsAnnouncement

23/06/2023 14:00

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RNS Number : 7725D  Mears Group PLC  23 June 2023

23 June 2023

Mears Group PLC

("Mears")

 

Result of AGM

 

Mears Group PLC held its Annual General Meeting ("AGM") earlier today. In
summary, resolutions 1 to 6 and 8 to 17 were duly passed on a poll. Resolution
7 was withdrawn and resolution 18 did not meet the threshold to be passed. The
results of each resolution are as follows:

 

 Resolution                                                                       Votes For   Votes Against  Votes withheld  Total votes cast  Percentage of issued share capital voted (%)
 1 To receive and adopt the Directors' and Auditor's Reports and Audited          92,249,941  4,232          405,971         92,254,173        83.7%
 Accounts for the year ended 31 December 2022
 2 To approve the Remuneration policy                                             86,106,493  6,546,645      7,006           92,653,138        84.1%
 3 To approve the Remuneration report                                             91,999,114  657,413        3,617           92,656,527        84.1%
 4 To re-appoint Ernst & Young LLP as auditor of the Company                      88,062,958  4,596,569      617             92,659,527        84.1%
 5 To authorise the Directors to fix the remuneration of the auditor              92,654,104  5,782          258             92,659,886        84.1%
 6 To approve a final dividend of 7.25p per ordinary share                        92,659,036  850            258             92,659,886        84.1%
 7 To re-elect Chris Loughlin                                                     RESOLUTION WITHDRAWN
 8 To re-elect David Miles                                                        80,663,699  11,995,828     617             92,659,527        84.1%
 9 To re-elect Andrew Smith                                                       81,027,257  11,632,629     258             92,659,886        84.1%
 10 To re-elect Lucas Critchley                                                   81,037,660  11,602,726     19,758          92,640,386        84.1%
 11 To re-elect Julia Unwin                                                       80,736,882  11,549,004     374,258         92,285,886        83.8%
 12 To re-elect Jim Clarke                                                        81,005,392  11,654,494     258             92,659,886        84.1%
 13 To re-elect Angela Lockwood                                                   81,109,023  11,550,504     617             92,659,527        84.1%
 14 To elect Hema Nar                                                             76,837,288  15,803,098     19,758          92,640,386        84.1%
 15 To authorise the Directors to allot relevant securities generally pursuant    73,378,690  19,277,196     4,258           92,655,886        84.1%
 to Section 551 of the Companies Act 2006
 16 To authorise the Directors to allot relevant securities pursuant to Section   77,538,649  15,099,237     22,258          92,637,886        84.1%
 570 of the Companies Act 2006 in connection with a rights issue, open offer or
 other offer of securities
 17 To authorise the Company to make market purchases of its                      91,558,270  392,902        708,972         91,951,172        83.5%

 ordinary shares
 18 To authorise the holding of general meetings on 14 clear days' notice         66,079,647  26,580,239     258             92,659,886        84.1%

Kieran Murphy, Non-Executive Chairman and Chris Loughlin, Non-Executive
Director and Chair-designate did not stand for re-election and accordingly
stepped down from the Board at the conclusion of the AGM.

 

Notes:

 

(i)            Votes 'For' include those votes giving the Chairman
discretion.

(ii)           The number of ordinary shares in issue on 23 June
2023 was 110,185,009.  Shareholders are entitled to one vote per share.

(iii)          A vote withheld is not a vote in law and is not
counted in the calculation of the proportion of votes validly cast.

 

Full details of the resolutions are set out in the Notice of Annual General
Meeting dated 22 May 2023, which is available on the Company's website at
https://www.mearsgroup.co.uk/meetings-voting/2023-notice-of-annual-general-meeting
(https://www.mearsgroup.co.uk/meetings-voting/2023-notice-of-annual-general-meeting)
.

 

Resolutions 1 to 15 were ordinary resolutions, requiring more than 50% of
shareholders' votes to be cast in favour of the resolutions. Resolutions 16 to
18 were special resolutions, requiring at least 75% of shareholders' votes to
be cast in favour of the resolutions.

 

The Board notes that Resolution 15 and resolution 18 received 20% or more
votes against the Board's recommendation and that resolution 18 did not meet
the threshold to be passed as a special resolution. These resolutions are
consistent with the latest investor guidelines. Following shareholder
discussions in previous years, the Board understands that some shareholders
vote against these resolutions as a matter of policy. The Board remains
committed to continuing an open and transparent dialogue and will accordingly,
seek to continue to engage with those shareholders.

 

A copy of all the resolutions passed at the Annual General Meeting has been
submitted to the Financial Conduct Authority via the National Storage
Mechanism and will shortly be available for inspection.

 

For further information, contact:

 

Mears Group PLC

Ben Westran, Company Secretary
 
Tel: +44(0)1452 634600

Andrew Smith, Finance
Director
Tel: +44(0)7712 866 461

www.mearsgroup.co.uk

 

Notes for editors

 

Mears is the leading provider of services to the Affordable Housing sector,
providing a range of services to individuals within their homes. We manage and
maintain around 450,000 homes across the UK and work predominantly with
Central Government and Local Government typically through long-term contracts.
We equally consider the residents of the homes that we manage and maintain to
be our customers, and we take pride in the high levels of customer
satisfaction that we achieve.

 

Mears currently employs around 5,500 people and provides services in every
region of the UK. In partnership with our Housing clients, we provide property
management and maintenance services. Mears has extended its activities to
provide broader housing solutions to solve the challenge posed by the lack of
affordable housing and to provide accommodation and support for the most
vulnerable.

 

We focus on long-term outcomes for people rather than short-term solutions and
invest in innovations that have a positive impact on people's quality of life
and on their communities' social, economic, and environmental wellbeing. Our
innovative approaches and market leading positions are intended to create
value for our customers and the people they serve while also driving
sustainable financial returns for our providers of capital, especially our
shareholders.

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