18th May 2018 16:36
18 May 2018
esure Group plc
Results of Annual General Meeting
Resolutions passed at Annual General Meeting
Thursday 17 May 2018
esure Group plc (the "Company") announces the results of voting on the resolutions at its Annual General Meeting ("AGM") held on Thursday 17 May 2018, as set out in the Notice of Annual General Meeting.
A poll was held on each resolution and each resolution was passed by the required majority. Resolutions 1 to 16 as ordinary resolutions and resolutions 17 to 21 as special resolutions were passed and the results of the poll were as follows:
Resolution | Votes For | % | Votes Against | % | Total Votes | % of ISC Voted | Votes withheld* | |
1 | To receive the Company's Annual Report and Accounts. | 306,870,398 | 98.76 | 3,844,878 | 1.24 | 310,715,276 | 74.14 | 22,563 |
2 | To approve the Annual Remuneration Report. | 295,825,034 | 95.25 | 14,747,800 | 4.75 | 310,572,834 | 74.11 | 165,005 |
3 | To declare a final dividend of 9.4 pence per share. | 310,722,948 | 100.00 | 6,498 | 0.00 | 310,729,446 | 74.14 | 8,394 |
4 | To reappoint Shirley Garrood as a Director of the Company. | 309,532,865 | 99.66 | 1,045,653 | 0.34 | 310,578,518 | 74.11 | 159,322 |
180,923,210 | 99.43 | 1,045,653 | 0.57 | 181,968,863 | 62.64 | 159,322 | ||
5 | To reappoint Darren Ogden as a Director of the Company. | 310,566,922 | 100.00 | 11,596 | 0.00 | 310,578,518 | 74.11 | 159,322 |
6 | To reappoint Martin Pike as a Director of the Company. | 297,510,921 | 96.52 | 10,712,685 | 3.48 | 308,223,606 | 73.55 | 2,514,233 |
168,901,266 | 94.04 | 10,712,685 | 5.96 | 179,613,951 | 61.83 | 2,514,233 | ||
7 | To reappoint Alan Rubenstein as a Director of the Company. | 310,364,020 | 99.93 | 212,998 | 0.07 | 310,577,018 | 74.11 | 160,822 |
181,754,365 | 99.88 | 212,998 | 0.12 | 181,967,363 | 62.64 | 160,822 | ||
8 | To reappoint Angela Seymour-Jackson as a Director of the Company. | 297,938,637 | 95.93 | 12,644,688 | 4.07 | 310,583,325 | 74.11 | 154,515 |
| 169,328,982 | 93.05 | 12,644,688 | 6.95 | 181,973,670 | 62.65 | 154,515 | |
9 | To appoint Peter Shaw as a Director of the Company. | 310,571,569 | 100.00 | 10,988 | 0.00 | 310,582,557 | 74.11 | 155,283 |
181,961,914 | 99.99 | 10,988 | 0.01 | 181,972,902 | 62.65 | 155,283 | ||
10 | To reappoint Sir Peter Wood as a Director of the Company. | 292,672,407 | 94.23 | 17,914,956 | 5.77 | 310,587,363 | 74.11 | 150,476 |
11 | To reappoint KPMG LLP as auditor of the Company. | 307,991,462 | 99.56 | 1,352,935 | 0.44 | 309,344,397 | 73.81 | 1,393,442 |
12 | To authorise the Directors to set the remuneration of the auditor. | 310,676,101 | 99.98 | 47,037 | 0.02 | 310,723,138 | 74.14 | 14,701 |
13 | To authorise the Company and its subsidiaries to make political donations. | 310,103,584 | 99.80 | 617,113 | 0.20 | 310,720,697 | 74.14 | 17,143 |
14 | To authorise the Directors to allot shares. | 309,541,206 | 99.62 | 1,186,512 | 0.38 | 310,727,718 | 74.14 | 10,122 |
15 | To authorise the Directors to allot new shares in relation to an issue of Solvency II RT1 instruments. | 309,819,909 | 99.71 | 906,369 | 0.29 | 310,726,278 | 74.14 | 11,561 |
16 | To approve the waiver granted by the Panel under Rule 9 of The Takeover Code. | 127,189,263 | 70.81 | 52,438,416 | 29.19 | 179,627,679 | 42.86 | 2,500,505 |
17 | To give authority to the directors to disapply pre-emption rights. | 310,624,111 | 99.97 | 92,870 | 0.03 | 310,716,981 | 74.14 | 20,859 |
18 | To give additional authority to the directors to disapply pre-emption rights. | 307,461,210 | 98.95 | 3,256,195 | 1.05 | 310,717,405 | 74.14 | 20,434 |
19 | To give additional authority to the directors to disapply pre-emption rights in relation to Solvency II instruments. | 309,253,848 | 99.53 | 1,462,771 | 0.47 | 310,716,619 | 74.14 | 21,220 |
20 | To authorise the Company to purchase its own shares. | 305,370,677 | 98.34 | 5,142,441 | 1.66 | 310,513,118 | 74.09 | 224,721 |
21 | To authorise the Company to call a general meeting other than an annual general meeting on not less than 14 clear days' notice. | 306,237,102 | 98.55 | 4,491,867 | 1.45 | 310,728,969 | 74.14 | 8,871 |
As at the date of the AGM, the number of ordinary shares in issue, and therefore the total number of voting rights was 419,089,591.
* A 'vote withheld' is not a vote in law and is not counted in the calculation of the proportion of votes 'for' or 'against' a resolution. All percentages are calculated to two decimal places.
All resolutions were passed at the Company's AGM on 17 May 2018 with the requisite majority of votes. However, in respect of Resolution 16 ("Rule 9 Waiver"), we acknowledge that a number of our shareholders did not support the resolution.
The Rule 9 Waiver resolution related to shareholder approval of a waiver obtained from the Takeover Panel with respect to the obligation that could arise on the Company's Chairman, Sir Peter Wood, and any person acting in concert with him, for so long as they held shares in the Company carrying 30 per cent. or more of the voting rights in the Company, to make a general offer for the entire issued share capital of the Company as a result of the Company conducting a share buyback pursuant to shareholder approval. It is normal practice to include a Rule 9 Waiver resolution in these circumstances. Sir Peter Wood and any concert party of Sir Peter Wood were precluded from voting on Resolution 16.
The Company's ability to choose the best capital returns policy for shareholders and maximise shareholder value would be limited without the approval of this resolution, as without the Waiver in place, if the Company performed the exercise of the buyback authority in Resolution 20, the Company would have to obtain a waiver at that stage, including calling a General Meeting. By having the Waiver approved now, it simply keeps the options open for the Company.
The Board respects and values the views of shareholders and will assess the feedback it has received to inform future consultations.
In accordance with Listing Rule 9.6.2, copies of all the resolutions passed, other than resolutions concerning ordinary business, will be submitted to the National Storage Mechanism and be available for inspection at: http://www.morningstar.co.uk/uk/NSM.
Enquiries:
Alice Rivers
Company Secretary
Telephone: 01737 235504
esure Group plc is listed on the London Stock Exchange (ESUR)
Registered Office: The Observatory, Reigate, Surrey RH2 0SG
Registered in England and Wales with registered number: 7064312
LEI: 213800KOI3F5LM54PT8
ISIN: GB00B8KJH563
Related Shares:
Esure Group