REG - Brown (N.) Group PLC - Results of AGM and Confirmation of Board Changes

N BrownAnnouncement

10/07/2023 17:15

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RNS Number : 5533F  Brown (N.) Group PLC  10 July 2023

RNS ANNOUNEMENT

Released 10 July 2023 post AGM

 

N BROWN GROUP PLC - RESULTS OF AGM AND CONFIRMATION OF BOARD CHANGES

N Brown Group Plc (the "Company" or the "Group"), a top 10 UK clothing and
footwear digital retailer, announces that at its Annual General Meeting (the
"AGM") held on Monday 10 July 2023 all resolutions were duly passed. Details
of the resolutions are set out in full in the Notice of AGM made available to
shareholders on 15 June 2023. Copies are available to view and download on the
Company's corporate website:

https://www.nbrown.co.uk/investors/shareholder-information/agm
(https://url.avanan.click/v2/___https:/www.nbrown.co.uk/investors/shareholder-information/agm___.YXAxZTpzaG9yZWNhcDphOm86NDVjNjllNjdkYTU0YzFjYjZkMGQ4YjJmNjZhZjk0MjU6NjpjNTA2OmNhZDFjMmVkMDZiNWNmNmM3YjUyN2IzNzY4NzViYzU5OThmMTA0ZWJlMTJjNGU3ZTZjMWUwNzYzM2M0Yzg3YzY6cDpU)

 

Shareholders were recommended to appoint the Chair as their proxy to vote on
the resolutions set out in the notice of meeting. A poll was held on each of
the resolutions proposed; all resolutions were passed by the required
majority. Resolutions 1 to 14 (inclusive) and Resolution 16 were passed as
ordinary resolutions and Resolution 15 was passed as a special resolution.

 

The results of votes cast for each resolution were as follows:

     RESOLUTION                                                                       VOTES  FOR   %      VOTES AGAINST  %         VOTES WITHHELD

                                                                                                   FOR                   AGAINST
 1   To receive the audited accounts and the auditors' and directors' reports for     370,968,830  99.99  9,913          0.01      2,866
     the 53 week period ended 4 March 2023.
 2   To approve the directors' remuneration report (including the part containing     370,680,345  99.91  295,814        0.08      5,450
     the directors' remuneration policy) for the 53 week period ended 4 March 2023.
 3   To re-appoint Ron McMillan as a director. *                                      370,822,906  99.97  129,418        0.03      29,285
 4   To re-appoint Steve Johnson as a director.                                       370,766,824  99.95  176,574        0.05      38,211
 5   To re-appoint Lord Alliance of Manchester CBE as a director.                     370,816,037  99.96  123,458        0.03      42,114
 6   To re-appoint Michael Ross as a director. *                                      370,822,964  99.97  120,244        0.03      38,401
 7   To re-appoint Vicky Mitchell as a director. *                                    370,830,403  99.97  121,921        0.03      29,285
 8   To re-appoint Joshua Alliance as a director.                                     370,817,812  99.96  132,096        0.04      31,701
 9   To re-appoint Dominic Platt as a director. *                                     370,822,385  99.97  118,407        0.03      40,817
 10  To re-appoint Meg Lustman as a director. *                                       370,830,881  99.97  121,443        0.03      29,285
 11  To re-appoint Dominic Appleton as a director, subject to regulatory approval.    370,776,149  99.94  173,759        0.05      31,701
 12  To appoint Ernst & Young LLP as auditors.                                        370,928,156  99.99  24,134         0.01      29,319
 13  To authorise the Audit and Risk Committee of the board of directors to           370,858,686  99.98  90,023         0.02      32,900
     determine the auditors' remuneration.
 14  Director's authorisation to allot shares in the Company … up to an aggregate     370,766,068  99.94  189,925        0.05      25,616
     nominal amount of £16,965,171 †
 15  Granting of Section 561 authority permitting an allotment of shares by the       370,695,597  99.92  255,430        0.07      30,582
     Directors for cash without pre-emption rights †
 16  To approve the rules of the N Brown Group plc Share Plan. †                      370,812,211  99.95  137,663        0.04      31,735

* Independent Non-Executive Director

† The full resolution can be found in the AGM notice

Notes:

1.    As at the date of the AGM, the Company had 460,483,231 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 460,483,231.

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.

 

Confirmation of Board changes

Following the announcements made on 27 January 2023 and 7 February 2023 , Gill
Barr and Richard Moross have stepped down as Board Directors as planned
following the conclusion of the Company's AGM today.

 

The Board would like to thank both Gill and Richard for their contributions to
the Group.

 

Following these changes, the Board will comprise the Chair (who was
independent on appointment), the Group CEO and CFO and six Non-Executive
Directors, four of whom are considered to be independent.

 

Meg Lustman will succeed Gill as the Chair of the Remuneration Committee and a
member of the Nominations & Governance Committee. The appointment of Meg
Lustman as the Chair of the Remuneration Committee remains subject to FCA
approval.

A copy of this announcement has been posted on the Company's corporate
website:

https://www.nbrown.co.uk/investors/shareholder-information/agm
(https://www.nbrown.co.uk/investors/shareholder-information/agm)

 

For further information:

 N Brown Group
 David Fletcher, Head of Investor Relations       +44 (0)7876 111242

 MHP Communications
 James McFarlane / Eleni Menikou / Charles Hirst  +44 (0) 20 3128 8789

                                                  NBrown@mhpgroup.com (mailto:NBrown@mhpgroup.com)

 Shore Capital - Nomad and Broker
 Stephane Auton / Daniel Bush                     +44 (0) 20 7408 4090

 

About N Brown Group:

N Brown is a top 10 UK clothing & footwear digital retailer, with a home
proposition. Our retail brands include JD Williams, Simply Be and Jacamo, and
our financial services proposition allows customers to spread the cost of
shopping with us. We are headquartered in Manchester where we design, source
and create our product offer and we employ over 1,700 people across the UK.

 

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