REG - Melrose Industries - Result of AGM

Melrose IndustriesAnnouncement

08/06/2023 13:15

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20230608:nRSH1452Ca&default-theme=true

RNS Number : 1452C  Melrose Industries PLC  08 June 2023

Melrose Industries PLC

 

1.   Results of Annual General Meeting

 

The Annual General Meeting of Melrose Industries PLC (the "Company") was held
on Thursday 8 June 2023.

 

The table below sets out the results of the poll on all 21 resolutions that
were put to a shareholder vote, with each shareholder present in person or by
proxy being entitled to one vote per share held.

 

The Board would like to thank shareholders for their engagement and support
ahead of today's Annual General Meeting and throughout the year, and for
subsequently voting in favour of all Annual General Meeting resolutions.

 

The majority of resolutions attracted support in excess of 97% votes in
favour. Special resolutions 17 (general disapplication of pre-emption rights)
and 18 (disapplication of pre-emption rights in connection with an acquisition
or specified capital investment) were passed, having received just under 80%
votes in favour. The Company notes that both of these resolutions follow the
provisions of the Pre-Emption Group's 2022 Statement of Principles for the
disapplication of pre-emption rights, and the Board considers flexibility to
be in the best interests of the Company.

 

The Company has already begun engaging with shareholders who voted against or
abstained from voting on these resolutions. In accordance with UK Corporate
Governance Code requirements, the Board confirms that it will continue to
consult and engage with relevant shareholders to understand and discuss their
concerns with respect to these resolutions.

 

Ordinary Resolutions

 Resolutions                                                                     Votes 'For'*   % of Votes Cast 'For'  Votes 'Against'  % of Votes Cast 'Against'  Total Issued Share Capital Voted  Total % of Issued Share Capital Voted  Votes Withheld**
 1.   To receive the financial statements for the financial year ended 31        1,042,142,049  100.00                 34,369           0.00                       1,042,176,418                     77.11%                                 23,940,971
 December 2022
 2.   To approve the Directors' Remuneration Report for the year ended 31        980,977,001    97.29                  27,336,918       2.71                       1,008,313,919                     74.61%                                 57,803,529
 December 2022
 3.   To approve the 2023 Directors' Remuneration Policy                         812,473,394    82.02                  178,104,348      17.98                      990,577,742                       73.30%                                 75,539,706
 4.   To re-elect Christopher Miller as a Director of the Company                1,060,724,112  99.54                  4,897,751        0.46                       1,065,621,863                     78.85%                                 495,418
 5.   To re-elect Simon Peckham as a Director of the Company                     1,061,169,796  99.58                  4,448,811        0.42                       1,065,618,607                     78.85%                                 498,674
 6.   To re-elect Geoffrey Martin as a Director of the Company                   1,053,008,538  98.82                  12,608,984       1.18                       1,065,617,522                     78.85%                                 499,759
 7.   To re-elect Peter Dilnot as a Director of the Company                      1,060,762,192  99.54                  4,858,269        0.46                       1,065,620,461                     78.85%                                 496,820
 8.   To re-elect Justin Dowley as a Director of the Company                     994,032,994    93.28                  71,575,803       6.72                       1,065,608,797                     78.85%                                 508,483
 9.   To re-elect David Lis as a Director of the Company                         1,040,292,996  97.62                  25,326,630       2.38                       1,065,619,626                     78.85%                                 497,655
 10.  To re-elect Charlotte Twyning as a Director of the Company                 1,045,355,833  98.10                  20,249,094       1.90                       1,065,604,927                     78.85%                                 512,354
 11.  To re-elect Funmi Adegoke as a Director of the Company                     1,051,042,348  98.63                  14,565,283       1.37                       1,065,607,631                     78.85%                                 509,650
 12.  To re-elect Heather Lawrence as a Director of the Company                  1,063,251,884  99.78                  2,354,309        0.22                       1,065,606,193                     78.85%                                 511,088
 13.  To re-elect Victoria Jarman as a Director of the Company                   1,045,872,192  98.15                  19,734,983       1.85                       1,065,607,175                     78.85%                                 510,106
 14.  To re-appoint Deloitte LLP as auditor of the Company                       1,040,453,461  97.64                  25,124,261       2.36                       1,065,577,722                     78.85%                                 539,726
 15.  To authorise the Audit Committee to determine the auditor's remuneration   1,064,262,089  99.88                  1,330,530        0.12                       1,065,592,619                     78.85%                                 524,829
 16.  To renew the authority given to Directors to allot shares                  1,054,413,672  98.95                  11,170,624       1.05                       1,065,584,296                     78.85%                                 533,151

 

Special Resolutions

 Resolutions                                                                     Votes 'For'*   % of Votes Cast 'For'  Votes 'Against'  % of Votes Cast 'Against'  Total Issued Share Capital Voted  Total % of Issued Share Capital Voted

                                                                                                                                                                                                                                            Votes Withheld**
 17.  To give the Directors authority to allot equity securities without         850,711,388    79.84                  214,874,539      20.16                      1,065,585,927                     78.85%                                 531,349
 application of pre-emption rights
 18.  To give the Directors authority to allot equity securities used only for   842,897,744    79.10                  222,675,591      20.90                      1,065,573,335                     78.85%                                 543,941
 the purpose of financing a transaction which the Directors determine to be an
 acquisition or other capital investment
 19.  To authorise a market purchase of shares                                   1,037,167,294  97.34                  28,306,426       2.66                       1,065,473,720                     78.84%                                 643,561
 20.  To approve the calling of a general meeting other than an Annual General   1,050,160,594  98.57                  15,212,144       1.43                       1,065,372,738                     78.83%                                 474,543
 Meeting on no less than 14 days' notice
 21.  To amend the articles of association of the Company                        1,065,470,321  99.99                  95,163           0.01                       1,065,565,484                     78.84%                                 551,797

 

There are currently 1,351,475,321 Ordinary Shares of 160/7 pence in Melrose
Industries PLC in issue.

*           Includes discretionary votes

**          A vote 'Withheld' is not a vote in law and is not counted
in the calculation of the proportion of votes 'For' or 'Against' a resolution.

 

 

2.   Resolutions submitted to National Storage Mechanism

The Company has today submitted to the National Storage Mechanism copies of
resolutions passed at the Annual General Meeting on Thursday 8 June 2023
concerning items other than ordinary business, together with a copy of the
Company's amended articles of association.  These documents will shortly be
available for inspection at:

Melrose Industries PLC

11th Floor

The Colmore Building

20 Colmore Circus Queensway

Birmingham

West Midlands

B4 6AT

 

Enquiries:

Montfort Communications:
+44 (0) 20 3514 0897

Nick Miles
                                     +44 (0) 7973 130 669

Charlotte
McMullen
+44 (0) 7921 881 800

miles@montfort.london (mailto:miles@montfort.london)
 / mcmullen@montfort.london (mailto:mcmullen@montfort.london)

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  RAGUWRURONUNRAR