18th May 2017 12:25
18 May 2017
esure Group plc
Results of Annual General Meeting
Resolutions passed at Annual General Meeting
Wednesday 17 May 2017
esure Group plc (the "Company") announces the results of voting on the resolutions at its Annual General Meeting ("AGM") held on Wednesday 17 May 2017, as set out in the notice of Annual General Meeting.
A poll was held on each resolution and was passed by the required majority. Resolutions 1 to 17 as ordinary resolutions and resolutions 18 to 22 as special resolutions were passed and the results of the poll were as follows:
Resolution | Votes For | % | Votes Against | % | Total Votes | Votes Withheld* | |
1 | To receive the Company's Annual Report and Accounts. | 372,457,270 | 98.98 | 3,822,359 | 1.02 | 376,279,629 | 1,731,574 |
2 | To approve the Annual Remuneration Report. | 318,502,726 | 84.27 | 59,445,925 | 15.73 | 377,948,651 | 62,551 |
3 | To declare a final dividend of 10.5 pence per share. | 376,290,627 | 100.00 | 689 | 0.00 | 376,291,316 | 1,719,887 |
4 | To reappoint María Dolores Dancausa as a Director of the Company. | Including controlling shareholder
375,627,065 | 99.99 | 30,568 | 0.01 | 375,657,633 | 2,353,570 |
|
|
Excluding controlling shareholder
247,017,410 | 99.99 | 30,568 | 0.01 | 247,047,978 | 2,353,570 |
5 | To reappoint Shirley Garrood as a Director of the Company. | Including controlling shareholder
361,998,490 | 96.36 | 13,659,143 | 3.64 | 375,657,633 | 2,353,570 |
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|
Excluding controlling shareholder
233,388,835 | 94.47 | 13,659,143 | 5.53 | 247,047,978 | 2,353,570 |
6 | To reappoint Darren Ogden as a Director of the Company. | 375,654,673 | 100.00 | 3,560 | 0.00 | 375,658,233 | 2,352,970 |
7 | To reappoint Martin Pike as a Director of the Company. | Including controlling shareholder
341,363,756 | 90.46 | 36,014,363 | 9.54 | 377,378,119 | 633,083 |
|
|
Excluding controlling shareholder
212,754,101 | 85.52 | 36,014,363 | 14.48 | 248,768,464 | 633,083 |
8 | To appoint Alan Rubenstein as a Director of the Company. | Including controlling shareholder
376,271,395 | 100.00 | 4,319 | 0.00 | 376,275,714 | 1,735,489 |
|
|
Excluding controlling shareholder
247,661,740 | 100.00 | 4,319 | 0.00 | 247,666,059 | 1,735,489 |
9 |
To reappoint Angela Seymour-Jackson as a Director of the Company. |
Including controlling shareholder
366,398,143 |
97.53 |
9,260,090 |
2.47 |
375,658,233 |
2,352,970 |
|
|
Excluding controlling shareholder
237,788,488 | 96.25 | 9,260,090 | 3.75 | 247,048,578 | 2,352,970 |
10 | To appoint Peter Shaw as a Director of the Company. | Including controlling shareholder
375,650,598 | 100.00 | 4,516 | 0.00 | 375,655,114 | 2,356,089 |
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|
Excluding controlling shareholder
247,040,943 | 100.00 | 4,516 | 0.00 | 247,045,459 | 2,356,089 |
11 | To reappoint Stuart Vann as a Director of the Company. | 375,653,609 | 100.00 | 4,624 | 0.00 | 375,658,233 | 2,352,970 |
12 | To reappoint Sir Peter Wood as a Director of the Company. | 368,422,522 | 98.07 | 7,243,237 | 1.93 | 375,665,759 | 2,345,444 |
13 | To reappoint KPMG LLP as auditors of the Company. | 370,150,500 | 98.62 | 5,163,597 | 1.38 | 375,314,097 | 2,697,106 |
14 | To authorise the directors to set the remuneration of the auditors. | 376,257,216 | 99.99 | 28,543 | 0.01 | 376,285,759 | 1,725,444 |
15 | To authorise the Company and its subsidiaries to make political donations. | 375,422,087 | 99.77 | 867,547 | 0.23 | 376,289,634 | 1,721,569 |
16 | To authorise the directors to allot shares. | 375,673,018 | 99.84 | 612,828 | 0.16 | 376,285,846 | 1,725,357 |
17 | To approve the waiver granted by the Panel under Rule 9 of The Takeover Code. | 205,725,882 | 83.37 | 41,047,147 | 16.63 | 246,773,029 | 2,628,519 |
18 | To give authority to the directors to disapply pre-emption rights. | 375,460,967 | 99.78 | 819,389 | 0.22 | 376,280,356 | 1,730,847 |
19 | To give additional authority to the directors to disapply pre-emption rights. | 373,140,111 | 99.17 | 3,138,763 | 0.83 | 376,278,874 | 1,732,329 |
20 | To authorise the Company to purchase its own shares. | 370,721,858 | 98.52 | 5,568,147 | 1.48 | 376,290,005 | 1,721,198 |
21 | To approve the Relevant Distributions. | 168,320,063 | 99.66 | 572,420 | 0.34 | 168,892,483 | 2,739,115 |
22 | To authorise the Company to call a general meeting other than an annual general meeting on not less than 14 clear days' notice. | 372,642,248 | 99.03 | 3,641,170 | 0.97 | 376,283,418 | 1,727,784 |
As at the date of the AGM, the number of ordinary shares in issue, and therefore the total number of voting rights was 417,954,231
* 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.
Capitalised terms not defined in this announcement have the meaning given to them in the explanatory circular published by the Company in respect of the business proposed at the AGM (the "AGM Circular").
As noted in the AGM Circular, since Sir Peter Wood, and any concert party of Sir Peter Wood, are interested in the outcome of Resolution 17, Sir Peter Wood, and any concert party of Sir Peter Wood, were precluded from voting on Resolution 17.
As noted in the AGM Circular, the entry by the Company into each of the Directors' Deed of Release and the Shareholders' Deed of Release constitutes a related party transaction (as defined in the UKLA Listing Rules) of the Company as each Relevant Director and each Related Party Shareholder is a related party (as defined in the UKLA Listing Rules) of the Company for the purposes of the UKLA Listing Rules. As a result, the Relevant Distributions Resolution was required to be approved by the Shareholders who are not interested related parties. Accordingly, each Relevant Director, each Related Party Shareholder and each of their associates were precluded from voting on the Relevant Distributions Resolution.
Following the close of the AGM, and as described in the Circular, the Company has entered into the Directors' Deed of Release and the Shareholders' Deed of Release.
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