22nd Nov 2013 12:48
22 November 2013
BRITISH SKY BROADCASTING GROUP PLC
(the 'Company')
Annual General Meeting
At the Annual General Meeting of the Company held today at the Edinburgh International Conference Centre, The Exchange, Edinburgh EH3 8EE at 11.00 am, all resolutions were passed on a poll. The polling results for each resolution are set out below:
Resolutions | FOR | % | AGAINST | % | WITHHELD | |
1. | To receive the financial statements for the year ended 30 June 2013 | 1,324,485,672 | 99.95 | 711,306 | 0.05 | 505,289 |
2. | To declare a final dividend for the year ended 30 June 2013 | 1,324,890,310 | 99.98 | 318,413 | 0.02 | 493,544 |
3. | To reappoint Chase Carey as a Director | 1,315,260,011 | 99.25 | 9,927,203 | 0.75 | 515,053 |
4. | To reappoint Tracy Clarke as a Director | 1,313,004,132 | 99.12 | 11,711,046 | 0.88 | 987,089 |
5. | To reappoint Jeremy Darroch as a Director | 1,322,247,591 | 99.78 | 2,940,213 | 0.22 | 514,463 |
6. | To reappoint David F. DeVoe as a Director | 1,283,701,498 | 97.48 | 33,210,967 | 2.52 | 8,789,802 |
7. | To reappoint Nick Ferguson as a Director | 1,305,423,944 | 98.92 | 14,247,162 | 1.08 | 6,031,161 |
8. | To reappoint Martin Gilbert as a Director | 1,287,249,088 | 97.96 | 26,820,582 | 2.04 | 11,632,597 |
9. | To reappoint Adine Grate as a Director | 1,323,667,089 | 99.89 | 1,520,330 | 0.11 | 514,848 |
10. | To reappoint Andrew Griffith as a Director | 1,321,368,624 | 99.71 | 3,818,446 | 0.29 | 515,197 |
11. | To reappoint Andy Higginson as a Director | 1,318,232,093 | 99.48 | 6,955,491 | 0.52 | 514,683 |
12. | To reappoint Dave Lewis as a Director | 1,321,318,273 | 99.71 | 3,872,055 | 0.29 | 511,939 |
13. | To reappoint James Murdoch as a Director | 1,271,513,401 | 96.11 | 51,411,483 | 3.89 | 2,777,383 |
14. | To reappoint Matthieu Pigasse as a Director | 1,227,938,918 | 93.60 | 84,000,112 | 6.40 | 13,763,237 |
15. | To reappoint Danny Rimer as a Director | 1,300,862,598 | 98.16 | 24,324,884 | 1.84 | 514,785 |
16. | To reappoint Arthur Siskind as a Director | 1,267,721,535 | 95.66 | 57,463,167 | 4.34 | 517,565 |
17. | To reappoint Andy Sukawaty as a Director | 1,312,130,625 | 99.01 | 13,056,612 | 0.99 | 515,030 |
18. | To reappoint Deloitte LLP as Auditors of the Company | 1,307,540,138 | 99.35 | 8,537,008 | 0.65 | 9,625,121 |
19. | To approve the report on Directors' remuneration for the year ended 30 June 2013 | 1,020,278,744 | 77.40 | 297,928,375 | 22.60 | 7,495,148 |
20. | To authorise the Company and its subsidiaries to make political donations
| 1,320,907,181 | 99.68 | 4,255,963 | 0.32 | 539,123 |
21. | To authorise the Directors to allot shares under Section 551 of the Companies Act 2006 | 1,321,804,433 | 99.79 | 2,807,848 | 0.21 | 1,089,986 |
22. | To disapply statutory pre-emption rights | 1,315,890,168 | 99.30 | 9,268,870 | 0.70 | 543,229 |
23. | To allow the Company to hold general meetings (other than AGMs) on 14 days' notice | 1,202,985,304 | 90.82 | 121,660,415 | 9.18 | 1,056,547 |
24. | To authorise the Directors to make on-market purchases | 1,314,194,856 | 99.26 | 9,738,038 | 0.74 | 1,769,373 |
25. | To authorise the Directors to make off-market purchases | 726,142,072 | 99.02 | 7,178,528 | 0.98 | 1,784,694 |
26. | To approve the 21CF Agreement as a related party transaction under the Listing Rules | 726,375,000 | 99.05 | 6,934,674 | 0.95 | 1,795,620 |
27. | To approve the BSkyB Group plc 2013 Sharesave Scheme Rules | 1,313,461,805 | 99.17 | 11,021,344 | 0.83 | 1,219,118 |
In accordance with LR 9.6.2, copies of the special resolutions passed at the meeting have been submitted to the FCA's National Storage Mechanism, and will shortly be available to view at www.hemscott.com/nsm.do.
Notes:
(a) The votes "for" include those votes giving the Chairman discretion
(b) A "vote withheld" is not counted towards the votes cast "for" or "against" a resolution
(c) The total number of shares in issue on 22 November 2013 was 1,588,053,171. 83.48% of the voting capital was instructed.
Share Buy-back Programme
British Sky Broadcasting Group plc (the "Company") announces that the necessary authorities have been granted by shareholders at the Company's Annual General Meeting on 22 November 2013 to commence its share buy-back programme to return a further £500 million of capital to shareholders (the "Programme"). The Programme will be implemented by way of on-market repurchases on the Main Market of the London Stock Exchange and off-market repurchases from Twenty-First Century Fox, Inc., the Company's largest shareholder. The maximum consideration which may be paid by the Company to its shareholders under the Programme is £500 million. The objective of the Programme is to reduce the number of shares in the capital of the Company.
The maximum number of ordinary shares that the Company may acquire under the on-market repurchase authority is 238,610,720. The maximum price (excluding expenses) which may be paid for each ordinary share pursuant to each on-market repurchase is the higher of: (i) 105% of the average of the middle market quotations for an ordinary share in the Company as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which such share is contracted to be purchased; and (ii) the amount stipulated by Article 5(1) of the EU Buy-back and Stabilisation Regulation (being the higher of the price of the last independent trade of an ordinary share and the highest current independent bid for an ordinary share on the trading venue where the purchase is carried out). The minimum price (excluding expenses) which may be paid for each ordinary share pursuant to the on-market repurchases is £0.50.
Following any on-market repurchases of shares by the Company, Twenty-First Century Fox, Inc. will sell to the Company sufficient ordinary shares to maintain its percentage shareholding at the same level as applied prior to those on-market repurchases, so as to ensure there will be no change to Twenty-First Century Fox, Inc.'s economic or voting interests in the Company as a result of the Programme. The purchase price for the ordinary shares repurchased by the Company in each off-market repurchase will be the volume weighted average price per ordinary share paid by the Company for the ordinary shares purchased in the relevant on-market repurchases on the relevant day.
The authorities granted by shareholders for the on-market repurchases and off-market repurchases will expire on the earlier of the date on which the Company's annual general meeting is held in 2014 or the date on which the Company has repurchased, pursuant to the Programme, such number of ordinary shares by way of on-market repurchases and off-market repurchases as shall result in the aggregate total payment by the Company to shareholders of £500 million, provided that the Company may before expiry of the authorities enter into a contract to purchase ordinary shares which will or may be wholly or partly executed after the expiry of such authorities.
Chris Taylor
Company Secretary
Related Shares:
Sky