REG - Brown (N.) Group PLC - Result of AGM
RNS Number : 6529YBrown (N.) Group PLC10 September 202010 September 2020
N BROWN GROUP PLC - RESULTS OF AGM
The Board of Directors of N Brown Group plc (the "Company") announces the results of voting on the resolutions put to shareholders at its Annual General Meeting (the "AGM") held on Thursday 10 September 2020. Details of the resolutions are set out in full in the Notice of AGM circulated to shareholders on 08 July 2020. Copies are available to view and download on the Company's corporate website: https://www.nbrown.co.uk/investors/shareholder-information/agm
In light of the prevailing Government guidance in relation to Covid-19, the AGM was convened with the minimum quorum of shareholders present in order to conduct the business of the meeting. This was facilitated by N Brown.
A poll was held on each of the resolution proposed; all resolutions were passed by the required majority.
Resolutions 1 to 15 (inclusive) were passed as ordinary resolutions and resolutions 16 and 17 were passed as special resolutions.
As the Company has a controlling shareholder, Lord Alliance of Manchester CBE, as defined in the Financial Conduct Authority's Listing Rules, each resolution to elect or re-elect an Independent Non-Executive Director (resolutions 3, 5, 7, 8, 9, 10 and 11) has been approved by a majority of votes cast by:
- The shareholders of the Company as a whole; and
- The independent shareholders of the Company.
The results of votes cast for each resolution were as follows:
RESOLUTION
VOTES
FOR
% FOR
VOTES AGAINST
% AGAINST
% ISC* VOTED
VOTES WITHELD
1
To receive the annual accounts of the Company for the 52 weeks ended 29 February 2020 together with the directors' and auditors' report on those accounts
172,090,925
99.99
1,500
0.01
60.21
2,672
2
To approve the Directors Remuneration Report for the year ended 2 March 2019
171,973,863
99.94
109,805
0.06
60.21
11,429
3
To elect as a director Vicky Mitchell†
172,035,952
99.99
9,666
0.01
60.19
49,479
4
To elect as a director Rachel Izzard
172,036,739
99.99
8,879
0.01
60.19
49,479
5
To re-elect as a director Matt Davies†
172,013,086
99.95
79,089
0.05
60.21
2,922
6
To re-elect as a director Lord Alliance of Manchester CBE
172,081,462
99.99
9,213
0.01
60.21
4,422
7
To re-elect as a director Ron McMillan†
172,066,889
99.99
20,589
0.01
60.21
7,619
8
To re-elect as a director Lesley Jones†
172,022,836
99.96
66,142
0.04
60.21
6,119
9
To re-elect as a director Richard Moross†
172,068,389
99.99
11,473
0.01
60.21
15,235
10
To re-elect as a director Gill Barr†
172,069,873
99.99
20,605
0.01
60.21
4,619
11
To re-elect as a director Michael Ross†
172,076,005
99.99
11,473
0.01
60.21
7,619
12
To re-elect as a director Steve Johnson
172,078,955
99.99
11,523
0.01
60.21
4,619
13
To re-appoint KPMG LLP as the Company's auditors
172,043,944
99.99
12,676
0.01
60.20
38,477
14
To authorise the directors to fix the auditors' remuneration
172,084,583
99.99
6,308
0.01
60.21
4,206
15
Director's authorisation to allot shares in the Company ... up to an aggregate nominal amount of £10,530,106... (full resolution in AGM notice)
172,010,941
99.96
76,950
0.04
60.21
7,206
16
Granting of Section 561 authority permitting an allotment of shares by the Directors for cash without pre-emption rights… (full resolution in AGM notice)
171,942,832
99.92
145,059
0.08
60.21
7,206
17
Permitting a general meeting of the Company, other than an annual general meeting, to be called on not less than 14 clear days' notice
171,766,965
99.81
326,960
0.19
60.21
1,172
* Issued Share Capital
† Independent Non-Executive Director
The results cast by independent shareholders on the resolutions concerning the re- election of the independent Non-Executive Directors were as follows:
RESOLUTION
VOTES
FOR
%
FOR
VOTES
AGAINST
%
AGAINST
% ISC* VOTED
VOTES WITHELD
3
To elect as a director Vicky Mitchell
86,179,866
99.99
9,666
0.01
30.16
49,479
5
To re-elect as a director Matt Davies
86,157,000
99.91
79,089
0.09
30.17
2,922
7
To re-elect as a director Ron McMillan
86,210,803
99.98
20,589
0.02
30.17
7,619
8
To re-elect as a director Lesley Jones
86,166,750
99.92
66,142
0.08
30.17
6,119
9
To re-elect as a director Richard Moross
86,212,303
99.99
11,473
0.01
30.17
15,235
10
To re-elect as a director Gill Barr
86,213,787
99.98
20,605
0.02
30.17
4,619
11
To re-elect as a director Michael Ross
86,219,919
99.99
11,473
0.01
30.17
7,619
* Issued share capital
Notes:
1. As at the date of the AGM, the Company had 285,817,178 ordinary shares in issue. The Company did not hold any shares in treasury and therefore the number of total voting rights as at the date of the AGM was 285,817,178.
2. The scrutineer of the voting was Link Asset Services, the Company's Share Registrar.
3. Note that a 'vote withheld' is not a vote in law and such votes have not been included in the
calculation of votes 'for' and 'against' each resolution. Proxy appointments which gave
discretion to the Chairman have been included in the 'for' total above.
In accordance with Listing Rule 9.6.2, copies of the resolutions which constitute special business at the AGM (being resolutions 16 and 17) will be submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
A copy of this announcement has been posted on the Company's corporate website:
https://www.nbrown.co.uk/investors/shareholder-information/agm
For enquiries, please contact: Theresa Casey, Company Secretary and General Counsel, N Brown Group Plc
Tel: +44 (0)161 238 2208
Registered office:
Griffin House
40 Lever Street
Manchester
M60 6ES
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