REG - Smiths News PLC - AGM Results

Smiths NewsAnnouncement

24/01/2023 13:45

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RNS Number : 7250N  Smiths News PLC  24 January 2023

24 January 2023

 
SMITHS NEWS PLC
Result of 2023 Annual General Meeting

 

Smiths News plc announces that at its Annual General Meeting (AGM) held at
11.30am today all resolutions put to the meeting were duly passed by
shareholders by way of a poll.  The voting results are shown below.

 Resolution                                                                             For                        Against                   Withheld
         No. of votes                                                                   %            No. of votes  %           No. of votes
 1       To receive the Annual Report and Accounts for the 52-week period ended 27      142,443,674  99.98%        28,136      0.02%         25,829
         August 2022
 2       To approve the directors' remuneration report for the 52-week period ended 27  133,779,186  93.92%        8,659,997   6.08%         58,456
         August 2022
 3       To approve the directors' remuneration policy                                  130,074,330  91.34%        12,336,356  8.66%         86,953
 4       To declare a final dividend                                                    142,467,201  100.00%       352         0.00%         30,086
 5       To re-elect David Blackwood                                                    141,619,516  99.91%        127,466     0.09%         750,657
 6       To re-elect Jonathan Bunting                                                   142,233,905  99.84%        228,623     0.16%         35,111
 7       To re-elect Denise Collis                                                      142,399,248  99.95%        66,381      0.05%         32,010
 8       To re-elect Michael Holt                                                       140,842,338  98.86%        1,619,946   1.14%         35,355
 9       To re-elect Mark Whiteling                                                     142,421,545  99.97%        40,983      0.03%         35,111
 10      To re-elect Paul Baker                                                         142,249,670  99.85%        218,188     0.15%         29,781
 11      To re-appoint the auditor                                                      142,316,386  99.89%        151,160     0.11%         30,093
 12      To authorise the Audit Committee to determine the auditor's remuneration       142,411,180  99.96%        56,070      0.04%         30,389
 13      Authority to make political donations                                          103,952,786  78.77%        28,017,548  21.23%        10,527,305
 14      Authority to allot shares                                                      130,811,550  91.89%        11,541,518  8.11%         144,571
 15      Authority to partially disapply pre-emption rights*                            140,917,650  98.97%        1,459,904   1.03%         120,085
 16      Authority to make market purchases of ordinary shares*                         142,270,540  99.88%        164,536     0.12%         62,563
 17      Authority to call general meetings (other than the AGM) on 14 clear days'      117,674,528  82.60%        24,794,012  17.40%        29,099
         notice*

* Special resolution requiring 75% majority of those votes cast at the
meeting.

 

The Board acknowledges that, whilst the vote was passed, there were a
significant number of votes cast by one of the Company's largest shareholders
against resolution 13, proposing the Board's authority to make political
donations of up to £50,000 in accordance with Sections 366 and 367 of the
Companies Act 2006.

 

As trailed in the Company's Annual Notice of General Meeting dated 8 December
2022, neither the Company nor any of its subsidiaries makes nor has any
intention of making any political donations or incurring any political
expenditure whatsoever.  However, it is acknowledged that the Companies Act
2006 defines 'political party', 'political organisation', 'political donation'
and 'political expenditure' widely.  As a result, they can potentially cover
activities such as sponsorship, subscriptions, payment of expenses, paid leave
for employees fulfilling certain public duties, and support for bodies
representing the business community in policy review or reform, each of which
the Company and/or its subsidiaries may see benefit in supporting.
Accordingly, the Board proposed resolution 13 on a precautionary basis only,
being of the view that the flexibility afforded by this authority was (and
continues to be) in the best interests of the Company and shareholders and to
ensure that neither it nor its subsidiaries may inadvertently commit any
breaches of the Companies Act 2006 through the undertaking of routine
activities which would not normally be considered to result in the making of
political donations and/or political expenditure being incurred.

 

The Board intends to initiate dialogue with the large shareholder who cast its
votes against resolution 13 in order to seek to better understand their views
and/or any specific concerns in this area and to consider how the Company may
allay any such concerns or issues.  We will publish an update on this
engagement, in accordance with the 2018 edition of the UK Corporate Governance
Code, within six months of the 2023 AGM and will report in the Company's
FY2023 Annual Report what steps have been taken by the Board in order to
better understand shareholders' views in relation to resolution 13 and what
impact any feedback may have on future decisions to be taken by the Board and
actions or resolutions to be proposed.

 

Notes:

1.    Percentages are rounded to two decimal places.

2.    Where shareholders appointed the Chairman as their proxy with
discretion as to voting, their votes were cast in favour of the resolutions
and have been included in the "For" total.

3.    A "vote withheld" is not a vote in law and is not counted in the
calculation of the percentages of the votes cast for and against a resolution.

4.    The number of votes validly cast were in respect of 142,471,810
shares, representing 57.53% of the 247,659,200 issued share capital of the
Company, being the total number of shares in issue at 6.30pm on 23(rd) January
2023.

5.    The full text of all of the resolutions is set out in the Notice of
AGM dated 8 December 2022 which is available on the Company's website.
Resolutions 15, 16 and 17 were special resolutions, requiring 75% majority of
those votes cast at the meeting.

6.    In accordance with Listing Rule 9.6.2, a copy of the special business
passed at the AGM, being resolutions 14, 15, 16 and 17, has been submitted to
the National Storage Mechanism at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism)

7.    The results of the AGM voting will also be made available on the
Company's website at www.smithsnews.co.uk/investors
(http://www.smithsnews.co.uk/investors)

 

 

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