REG - NCC Group PLC - Results of the 2023 Annual General Meeting

NCCAnnouncement

30/11/2023 14:00

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RNS Number : 2627V  NCC Group PLC  30 November 2023

NCC GROUP PLC

RESULTS OF THE 2023 ANNUAL GENERAL MEETING

Annual General Meeting

At the Annual General Meeting ("AGM") of NCC Group plc (the "Company") held at
9.00 am at XYZ Building, 2 Hardman Boulevard, Spinningfields, Manchester, M3
3AQ on 30 November 2023, shareholders duly passed all of the resolutions
proposed. Each of the resolutions put to the AGM were voted on by way of a
poll.

Resolutions 1 to 13 and resolution 18 were passed as ordinary resolutions and
resolutions 14 to 17 were passed as special resolutions. The results of the
poll incorporating proxy votes lodged in advance of the meeting are set out
below (rounded to 2 decimal places).

                                                                                             Votes for    %       Votes against  %       Total votes cast  % of ISC voted  Votes withheld
 1.          To receive the report and accounts                                              240,585,713  98.74%  3,066,488      1.26%   243,652,201       77.72           173,178
 2.          To approve the directors' remuneration report (other than the directors'        206,893,530  84.86%  36,926,077     15.14%  243,819,607       77.78           5,772
             remuneration policy) for the year ended 31 May 2023
 3.          To declare a final dividend of 3.15p per share                                  243,790,017  99.99%  32,494         0.01%   243,822,511       77.78           2,868
 4.          To re-appoint KPMG as auditor                                                   240,751,145  98.74%  3,071,366      1.26%   243,822,511       77.78           2,868
 5.          To authorise the Audit Committee to determine the auditor's remuneration        243,751,972  99.98%  50,836         0.02%   243,802,808       77.77           22,571
 6.          To re-elect Mike Maddison as a Director                                         240,342,118  99.94%  154,829        0.06%   240,496,947       76.72           3,328,432
 7.          To re-elect Chris Stone as a Director                                           234,888,736  96.34%  8,912,341      3.66%   243,801,077       77.77           24,302
 8.          To elect Julie Chakraverty as a Director                                        238,583,524  99.20%  1,917,423      0.80%   240,500,947       76.72           3,324,432
 9.          To re-elect Jennifer Duvalier as a Director                                     216,486,945  90.01%  24,015,086     9.99%   240,502,031       76.72           3,323,348
 10.         To re-elect Mike Ettling as a Director                                          231,760,465  96.37%  8,738,482      3.63%   240,498,947       76.72           3,326,432
 11.         To elect Guy Ellis as a Director                                                240,373,427  99.95%  127,520        0.05%   240,500,947       76.72           3,324,432
 12.         To re-elect Lynn Fordham as a Director                                          238,590,963  99.21%  1,911,068      0.79%   240,502,031       76.72           3,323,348
 13.         To authorise the Directors to allot shares                                      205,737,191  84.38%  38,085,542     15.62%  243,822,733       77.78           2,646
 14.         To authorise the Directors to disapply pre-emption rights up to 5% of the       226,801,464  93.04%  16,969,951     6.96%   243,771,415       77.76           53,964
             issue share capital
 15.         To authorise the Directors to disapply pre-emption rights for an additional 5%  223,486,486  91.68%  20,284,929     8.32%   243,771,415       77.76           53,964
             in relation to an acquisition or capital investment
 16.         To authorise the purchase of own shares pursuant to s.701 of the Companies Act  237,307,446  97.38%  6,376,892      2.62%   243,684,338       77.73           141,041
             2006
 17.         To reduce the notice period required for General Meetings                       228,268,656  93.62%  15,547,059     6.38%   243,815,715       77.77           9,664
 18.         To authorise the making of political donations and incurring political          192,506,941  79.00%  51,170,949     21.00%  243,677,890       77.73           147,489
             expenditure

 

Commenting on the less than 80% vote received for authority to make political
donations and to incur political expenditure

As set out in the notice of AGM, NCC Group plc does not give any money for
political purposes in the UK nor does it make any donations to UK political
organisations or incur UK political expenditure.  However, the definitions of
political donations and political expenditure used in the UK Companies Act
2006 are very wide. In line with UK market practice, the authority is
therefore requested only as a precautionary measure to ensure that NCC Group
plc and any company which is or becomes a subsidiary of NCC Group plc does not
inadvertently breach the relevant provisions of the UK Companies Act.

Notes:

1.   Any proxy appointments which gave discretion to the chairman of the
meeting have been included in the 'For' total.

 

2.   A vote withheld is not a vote in law and is not counted in the
calculation of the proportion of votes "for" and "against" a resolution, nor
in the calculation of "total votes cast" for any resolution.

 

3.   The issued share capital of the Company as at the date of the AGM was
313,488,589 ordinary shares.

 

4.   The full text of the resolutions can be found in the Notice of Annual
General Meeting which is available for inspection at the National Storage
Mechanism www.morningstar.co.uk/uk/nsm (http://www.morningstar.co.uk/uk/nsm)
 and on the Company's website.

In accordance with Listing Rule 9.6.2, copies of the resolutions passed as
special business of the meeting will be uploaded to the National Storage
Mechanism and will shortly be available for inspection at
www.morningstar.co.uk/uk/nsm (http://www.morningstar.co.uk/uk/nsm) .

 

 

For enquiries please contact:

Jonathan Williams

Company Secretary

+44 7917 634 643

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