4th Sep 2014 13:26
Betfair Group plc (the "Company")
Result of Annual General Meeting
Betfair Group plc announces that the following resolutions were approved at the Company's Annual General Meeting on 4 September 2014 held at Waterfront, Hammersmith Embankment, Chancellors Road (access on Winslow Road), London W6 9HP at 11am. All Board Directors were in attendance.
Each of the resolutions was voted on by way of a poll and the result of each resolution is shown below. All resolutions were duly approved.
Resolutions | For1 | Against | Total votes | As % of total issued share capital | Number of votes witheld2 | |||
No. of shares | % | No. of shares | % | No. of shares | % | No. of shares | ||
1. Receipt of financial statements and the reports of the Directors and the Auditors for the financial year ended 30 April 2014 | 72,535,530 | 96.76 | 2,427,245 | 3.24 | 74,962,775 | 71.27% | 2,387,773 | |
2. Approval of the Directors' Remuneration Policy | 77,220,661 | 99.83 | 129,886 | 0.17 | 77,350,547 | 73.54% | 1 | |
3. Approval of the Directors' Report on Remuneration | 51,173,565 | 68.10 | 23,975,304 | 31.90 | 75,148,869 | 71.44% | 2,201,679 | |
4. Declaration of a final dividend of 14.0 pence | 77,278,135 | 99.91 | 72,413 | 0.09 | 77,350,548 | 73.54% | 0 | |
5. Election of Zillah Byng-Maddick as Director | 76,952,087 | 99.53 | 365,017 | 0.47 | 77,317,104 | 73.50% | 33,443 | |
6. Election of Leo Quinn as Director | 77,349,756 | 100.00 | 202 | 0.00 | 77,349,958 | 73.54% | 590 | |
7. Election of Peter Rigby as Director | 77,349,756 | 100.00 | 202 | 0.00 | 77,349,958 | 73.54% | 590 | |
8. Re-election of Gerald Corbett as Director | 75,122,567 | 99.59 | 312,940 | 0.41 | 75,435,507 | 71.72% | 1,915,041 | |
9. Re-election of Breon Corcoran as Director | 77,310,747 | 99.95 | 39,211 | 0.05 | 77,349,958 | 73.54% | 590 | |
10. Re-election of Alexander Gersh as Director | 77,310,565 | 99.95 | 39,393 | 0.05 | 77,349,958 | 73.54% | 590 | |
11. Re-election of Ian Dyson as Director | 75,103,525 | 97.10 | 2,246,433 | 2.90 | 77,349,958 | 73.54% | 590 | |
12. Re-election of Peter Jackson as Director | 77,202,375 | 99.81 | 147,583 | 0.19 | 77,349,958 | 73.54% | 590 | |
13. To appointment of KMPG LLP as auditors of the Company | 73,689,381 | 96.40 | 2,753,176 | 3.60 | 76,442,557 | 72.67% | 907,991 | |
14. Authorisation of the Directors to fix auditors' remuneration | 74,723,822 | 96.60 | 2,626,136 | 3.40 | 77,349,958 | 73.54% | 590 | |
15. Authorisation of the Directors to allot equity securities | 76,856,233 | 99.36 | 493,725 | 0.64 | 77,349,958 | 73.54% | 590 | |
16. Authority to the Company to disapply pre-emption rights*** | 77,334,411 | 99.98 | 14,553 | 0.02 | 77,348,964 | 73.53% | 1,584 | |
17. Authorisation of the Company to purchase own shares*** | 77,275,191 | 99.90 | 75,357 | 0.10 | 77,350,548 | 73.54% | 0 | |
18. Authorisation of the Company to reduce the share capital*** | 77,277,870 | 99.91 | 72,413 | 0.09 | 77,350,283 | 73.54% | 265 | |
19. Authorisation of the Company to cancel and extinguish the share premium account*** | 77,350,263 | 100.00 | 20 | 0.00 | 77,350,283 | 73.54% | 265 | |
20. Authorisation of the Company to make political donations | 72,017,351 | 93.11 | 5,331,390 | 6.89 | 77,348,741 | 73.53% | 1,807 | |
21. Authority to the Company to give notice of general meetings (other than the AGM) on not less than 14 clear days' notice*** | 74,957,028 | 96.99 | 2,323,195 | 3.01 | 77,280,223 | 73.47% | 70,325 | |
NOTES:
1 Votes "For" and "Against" are expressed as a percentage of votes received. The "For" votes include those giving the Chairman discretion.
2 A vote "withheld" is not a vote in law and is not counted in the calculation of the votes "For" or "Against" the resolution.
*** Denotes Special Resolutions
The full text of the resolutions can be found in the Notice of Annual of General Meeting, which is available for inspection at the National Storage Mechanism http://www.hemscott.com/nsm.do and also on the Company's website at http://corporatebetfair.com/
A copy of the resolutions passed under special business (as defined by the listing rules of the UK Listing Authority) will shortly be submitted to the National Storage Mechanism for inspection at http://www.hemscott.com/nsm.do and are detailed below.
Special Business
16. To resolve as a special resolution that, subject to the passing of resolution 15 above and instead of all existing powers, the Board be generally empowered pursuant to section 570 and section 573 of the 2006 Act to allot equity securities (as defined in the 2006 Act) for cash pursuant to the authority conferred by resolution 15 as if section 561(1) of the 2006 Act did not apply to the allotment. This power:
(a) expires (unless previously renewed, varied or revoked by the Company in a general meeting) at the end of the next AGM of the Company after the date on which this resolution is passed or, if earlier, at the close of business on the day which is 15 months after the date on which the resolution is passed but the Company may make an offer or agreement which would or might require equity securities to be allotted after expiry of this power and the Board may allot equity securities in pursuance of that offer or agreement as if this power had not expired; and
(b) shall be limited to the allotment of equity securities in connection with an offer of equity securities (but in the case of the authority granted under resolution 15(i) (b), by way of a rights issue only):
(i) to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
(ii) to holders of other equity securities, as required by the rights of those securities or, if the Board considers it necessary, as permitted by the rights of those securities,
and so that the Board may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter; and
(c) in the case of the authority granted under resolution 15 (a) (i) (a), shall be limited to the allotment of equity securities for cash otherwise than pursuant to paragraph (b) above up to an aggregate nominal amount of £5,251.99.
This power applies in relation to a sale of shares which is an allotment of equity securities by virtue of section 560(3) of the 2006 Act as if in the first paragraph of this resolution the words 'pursuant to the authority conferred by resolution 15' were omitted.
17. To resolve as a special resolution that the Company be and is hereby generally and unconditionally authorised to make one or more market purchases (within the meaning of section 693(4) of the 2006 Act) of its ordinary shares, subject to the following conditions:
(a) the maximum number of ordinary shares authorised to be purchased is 10,503,988;
(b) the minimum price (exclusive of expenses) which may be paid for an ordinary share is 0.1 pence; and
(c) the maximum price (exclusive of expenses) which may be paid for each ordinary share is the higher of: (i) an amount equal to 105% of the average of the middle market quotations of an ordinary share of the Company as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the ordinary share is contracted to be purchased; and (ii) an amount equal to the higher of the price of the last independent trade of an ordinary share and the highest current independent bid for an ordinary share as derived from the London Stock Exchange Trading System;
(d) this authority shall expire at the close of the AGM of the Company held in 2015 or 18 months from the date of this resolution (whichever is earlier); and
(e) a contract to purchase shares under this authority may be made before the expiry of this authority, and concluded in whole or in part after the expiry of this authority.
18. To reduce the capital of the Company by cancelling and extinguishing all of the 6,506,009 ordinary shares of 0.1 pence each purportedly purchased by the Company during the financial year ended 30 April 2012 as further described in the Annual Report and Accounts of the Company for the year ended 30 April 2012.
19. To cancel and extinguish the share premium account of the Company.
21. To authorise the Company to call any general meeting of the Company (other than an AGM) on not less than 14 clear days' notice.
FIONA RUSSELL
Company Secretary
4 September 2014
Related Shares:
BET.L