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RNS Number : 8940C Shaftesbury Capital PLC 15 June 2023
15 June 2023
SHAFTESBURY CAPITAL PLC (the "Company")
RESOLUTIONS PASSED AT 2023 ANNUAL GENERAL MEETING
The results of the voting by poll on the resolutions put to the Company's 2023
Annual General Meeting held on 15 June 2023 are as follows:
Resolutions For: % Against: % Total votes cast (excluding withheld): % of issued share capital Withheld:
1. To receive the accounts and reports of the Directors and the 1,441,247,303 99.94 819,179 0.06 1,442,066,482 73.83% 3,468,947
Auditors for the year ended 31 December 2022
2. To approve the Directors' Remuneration Policy 1,279,525,790 89.18 155,218,849 10.82 1,434,744,639 73.46% 10,790,790
3. To approve the Directors' Remuneration Report for the year ended 31 1,312,086,833 91.45 122,652,343 8.55 1,434,739,176 73.46% 10,796,253
December 2022 (other than the Directors' Remuneration Policy)
4. To elect Jonathan Nicholls as a Director 1,379,733,602 96.16 55,071,094 3.84 1,434,804,696 73.46% 10,730,733
5. To re-elect Ian Hawksworth as a Director 1,434,694,901 99.99 107,195 0.01 1,434,802,096 73.46% 10,733,333
6. To re-elect Situl Jobanputra as a Director 1,433,928,430 99.94 873,666 0.06 1,434,802,096 73.46% 10,733,333
7. To elect Chris Ward as a Director 1,387,926,271 96.73 46,878,425 3.27 1,434,804,696 73.46% 10,730,733
8. To elect Richard Akers as a Director 1,386,676,028 96.65 48,128,668 3.35 1,434,804,696 73.46% 10,730,733
9. To elect Ruth Anderson as a Director 1,386,673,536 96.65 48,134,838 3.35 1,434,808,374 73.46% 10,727,055
10. To re-elect Charlotte Boyle as a Director 1,431,052,097 99.90 1,385,501 0.10 1,432,437,598 73.34% 13,097,831
11. To elect Helena Coles as a Director 1,386,674,039 96.65 48,134,335 3.35 1,434,808,374 73.46% 10,727,055
12. To re-elect Anthony Steains as a Director 1,433,418,314 99.90 1,383,782 0.10 1,434,802,096 73.46% 10,733,333
13. To elect Jennelle Tilling as a Director 1,377,058,923 95.98 57,749,451 4.02 1,434,808,374 73.46% 10,727,055
14. To re-appoint PricewaterhouseCoopers LLP as Auditors 1,385,464,973 95.87 59,701,981 4.13 1,445,166,954 73.99% 368,475
15. To authorise the Audit Committee of the Board to determine the Auditor's 1,437,500,166 99.47 7,670,647 0.53 1,445,170,813 73.99% 364,616
remuneration
16. To authorise the Directors to offer newly issued shares instead of cash in 1,393,990,522 97.15 40,835,132 2.85 1,434,825,654 73.46% 10,709,775
respect of any dividends declared
17. To authorise the Directors to allot the unissued share capital up to a 1,278,770,445 89.27 153,668,751 10.73 1,432,439,196 73.34% 13,096,233
specified amount (s.551) (Companies Act 2006)
18. Special Resolution: To disapply pre-emption provisions of s.561(1) of the 1,337,554,074 93.22 97,250,989 6.78 1,434,805,063 73.46% 10,730,366
Companies Act 2006 up to the extent specified
19. Special Resolution: To disapply pre-emption provisions of s.561(1) of the 1,298,675,647 90.51 136,129,416 9.49 1,434,805,063 73.46% 10,730,366
Companies Act 2006 up to the additional extent specified
20. Special Resolution: To authorise the Company to purchase its own shares 1,410,236,815 97.82 31,411,117 2.18 1,441,647,932 73.81% 3,971,179
21. Special Resolution: To allow General Meetings (other than AGMs) to be held 1,339,917,579 93.38 94,980,172 6.62 1,434,897,751 73.47% 10,721,360
on 14 clear days' notice
Notes:
1. Any proxy appointments which gave discretion to the Chairman 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 the votes for or against a resolution.
3. The total issued share capital and total number of voting rights
is: 1,953,170,495 ordinary shares. Every shareholder has one vote for every
ordinary share held. This figure includes 128,350,796 ordinary shares in
issue, held as security by a group entity under the terms of the £275 million
exchangeable bond which will not vote whilst held by a group entity. On
average 73.53% (1,436,237,706 ordinary shares) of the total number of voting
rights voted. The percentage of shares voted, once the 128,350,796 ordinary
shares held as security by a group entity under the terms of the £275 million
exchangeable bond have been excluded was approximately 78.71%.
In accordance with paragraph 9.6.2 of the Listing Rules, copies of the
resolutions passed at the meeting, other than resolutions concerning ordinary
business, will be submitted to the National Storage Mechanism and will shortly
be available for inspection at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism)
Enquiries:
Desna Martin
Group Company Secretary
Telephone: +44 20 3214 9155
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