3rd May 2017 16:30
Virgin Money Holdings (UK) plc (Company)
3 May 2017
Results of Annual General Meeting held on 3 May 2017
The Company announces that at its Annual General Meeting (AGM) held earlier today, all the resolutions put to all shareholders were passed on a poll. Resolutions 1 to 16 (inclusive) and 20 were passed as ordinary resolutions and resolutions 17 to 19 (inclusive), 21 and 22 were passed as special resolutions. The results of the votes cast on each resolution, on which Equiniti, the Company's registrar, acted as scrutineer, are as follows:
Resolution | Total votes for (%) | Total votes against (%) | Votes total (% of issued share capital) | Votes withheld | ||||
1 | Receive the report and accounts | 362,085,130 | 100.00 | 2,808 | 0.00 | 362,087,938 | 81.38% | 34,891 |
2 | Declaration of a final dividend | 362,121,841 | 100.00 | 0 | 0.00 | 362,121,841 | 81.39% | 988 |
3 | Re-election of Glen Moreno | 361,028,275 | 99.71 | 1,048,225 | 0.29 | 362,076,500 | 81.38% | 46,329 |
4 | Re-election of Jayne-Anne Gadhia | 361,324,320 | 99.78 | 784,952 | 0.22 | 362,109,272 | 81.38% | 13,557 |
5 | Re-election of Norman McLuskie | 360,237,763 | 99.48 | 1,873,000 | 0.52 | 362,110,763 | 81.38% | 12,066 |
6 | Re-election of Colin Keogh | 361,496,658 | 99.83 | 613,565 | 0.17 | 362,110,223 | 81.38% | 12,606 |
7 | Re-election of Geeta Gopalan | 361,376,481 | 99.80 | 733,751 | 0.20 | 362,110,232 | 81.38% | 12,597 |
8 | Election of Eva Eisenschimmel | 362,105,389 | 100.00 | 2,843 | 0.00 | 362,108,232 | 81.38% | 14,597 |
9 | Election of Darren Pope | 362,105,289 | 100.00 | 2,403 | 0.00 | 362,107,692 | 81.38% | 15,137 |
10 | Re-election of Gordon McCallum | 359,240,761 | 99.21 | 2,867,462 | 0.79 | 362,108,223 | 81.38% | 14,606 |
11 | Re-election of Patrick McCall | 360,514,991 | 99.56 | 1,595,232 | 0.44 | 362,110,223 | 81.38% | 12,606 |
12 | Approval of Directors' Remuneration Report | 353,955,397 | 98.86 | 4,083,364 | 1.14 | 358,038,761 | 80.47% | 4,084,068 |
13 | Re-appointment of the auditors of the Company | 362,116,773 | 100.00 | 3,445 | 0.00 | 362,120,218 | 81.39% | 2,611 |
14 | Authority to determine the remuneration of the auditors | 361,216,420 | 99.75 | 901,786 | 0.25 | 362,118,206 | 81.39% | 4,623 |
15 | Authority to make political donations or incur political expenditure | 359,055,458 | 99.16 | 3,056,548 | 0.84 | 362,112,006 | 81.38% | 10,823 |
16 | Directors' authority to allot shares | 359,154,294 | 99.18 | 2,960,699 | 0.82 | 362,114,993 | 81.38% | 7,836 |
17 | General authority to dis-apply pre-emption rights | 362,052,128 | 100.00 | 9,488 | 0.00 | 362,061,616 | 81.37% | 61,213 |
18 | Additional authority to dis-apply pre-emption rights | 336,233,849 | 92.87 | 25,827,767 | 7.13 | 362,061,616 | 81.37% | 61,213 |
19 | Authority to purchase own shares | 356,321,473 | 98.65 | 4,889,673 | 1.35 | 361,211,146 | 81.18% | 911,683 |
20 | Authority to allot Additional Tier 1 securities | 356,988,207 | 98.60 | 5,073,204 | 1.40 | 362,061,411 | 81.37% | 61,418 |
21 | Authority to dis-apply pre-emption rights in relation to Additional Tier 1 Securities | 356,948,400 | 98.59 | 5,113,011 | 1.41 | 362,061,411 | 81.37% | 61,418 |
22 | Notice period for general meetings | 353,013,745 | 97.49 | 9,102,778 | 2.51 | 362,116,523 | 81.39% | 6,305 |
As set out in the Notice of Meeting, the Company also announces, in respect of resolutions 5 to 9, the result of the vote of the independent shareholders as follow:
RESOLUTION | Total votes for (%) | Total votes against (%) | Votes total (% of issued share capital) | Votes withheld | ||||
5 | Re-election of Norman McLuskie | 205,117,309 | 99.10 | 1,873,000 | 0.90 | 206,990,309 | 71.42% | 12,066 |
6 | Re-election of Colin Keogh | 206,376,204 | 99.70 | 613,565 | 0.30 | 206,989,769 | 71.42% | 12,606 |
7 | Re-election of Geeta Gopalan | 206,256,027 | 99.65 | 733,751 | 0.35 | 206,989,778 | 71.42% | 12,597 |
8 | Election of Eva Eisenschimmel | 206,984,935 | 100.00 | 2,843 | 0.00 | 206,987,778 | 71.42% | 14,597 |
9 | Election of Darren Pope | 206,984,835 | 100.00 | 2,403 | 0.00 | 206,987,238 | 71.42% | 15,137 |
As at 18:30 on 28 April 2017, the number of issued shares in the Company was 444,942,008 ordinary shares, which was the total number of shares entitling the holders to attend and vote for or against all the resolutions at the AGM. In accordance with the Company's articles of association, on a poll every member present in person or by proxy has one vote for every share held.
There were no restrictions on shareholders to cast votes on any of the resolutions proposed at the AGM. Votes "for" includes proxy appointments which gave discretion to the Chairman of the AGM. Votes "withheld" are not votes in law and therefore have not been counted in the calculation of the proportion of the votes for or against a resolution.
Following the declaration of the final dividend by shareholders at today's AGM, a dividend of 3.5 pence per ordinary share of 0.01 pence in the Company for the financial year ended 31 December 2016 will be paid on 10 May 2017 to those shareholders registered at the close of business on 7 April 2017 (the record date).
As announced on 6 December 2016, Marilyn Spearing has retired from the Board with effect from today, and following Norman McLuskie's re-election at today's AGM, he will now chair the Remuneration Committee.
Pursuant to UK Listing Rule 9.6.2R, copies of all resolutions, other than those concerning ordinary business, passed at the AGM will be shortly submitted to the National Storage Mechanism and will be available for inspection at http://www.morningstar.co.uk/uk/NSM.
The full text of the resolutions passed at the AGM can be found in the Notice of AGM which is available alongside the AGM results on the Company's website at http://www.virginmoney.com/virgin/investor-relations.
Virgin Money Holdings (UK) plc
Katie Marshall
Company Secretary
Phone: +44 (0) 191 279 6482
Related Shares:
Virgin Money Holdings