1st May 2015 15:37
Virgin Money Holdings (UK) plc (the "Company")
1 May 2015
Results of Annual General Meeting held on 1 May 2015
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 18 (inclusive) and 21 were passed as ordinary resolutions and resolutions 19 to 20 (inclusive) and 22 to 23 (inclusive) 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 | 376,619,611 (100.00%) | 3,384 (0.00%) | 376,622,995 (85.22%) | 91,729 |
2 | Re-election of Sir David Clementi | 376,203,373 (99.98) | 61,661 (0.02%) | 376,265,034 (85.14%) | 449,690 |
3 | Re-election of Glen Moreno | 376,625,928 (100.00%) | 786 (0.00%) | 376,626,714 (85.22%) | 88,010 |
4 | Re-election of Norman McLuskie | 376,449,067 (99.95%) | 178,939 (0.05%) | 376,628,006 (85.22%) | 86,718 |
5 | Re-election of Colin Keogh | 376,448,818 (99.95%) | 178,896 (0.05%) | 376,627,714 (85.22%) | 87,010 |
6 | Re-election of Marilyn Spearing | 376,449,067 (99.95%) | 178,647 (0.05%) | 376,627,714 (85.22%) | 87,010 |
7 | Re-election of Olivia Dickson | 376,385,749 (100.00%) | 786 (0.00%) | 376,386,535 (85.17%) | 328,189 |
8 | Re-election of Gordon McCallum | 376,554,225 (99.98%) | 72,489 (0.02%) | 376,626,714 (85.22%) | 88,010 |
9 | Re-election of Patrick McCall | 376,625,606 (100.00%) | 786 (0.00%) | 376,626,392 (85.22%) | 88,332 |
10 | Re-election of James Lockhart III | 376,555,225 (99.98%) | 72,781 (0.02%) | 376,628,006 (85.22%) | 86,718 |
11 | Re-election of Jayne-Anne Gadhia | 374,494,171 (100.00%) | 1,056 (0.00%) | 374,495,227 (84.74%) | 2,219,497 |
12 | Re-election of Lee Rochford | 376,625,636 (100.00%) | 1,370 (0.00%) | 376,627,006 (85.22%) | 87,718 |
13 | Approval of Directors' Remuneration Report | 375,710,730 (99.86%) | 513,649 (0.14%) | 376,224,379 (85.13%) | 490,100 |
14 | Approval of Directors' Remuneration Policy | 374,092,808 (99.43) | 2,148,264 (0.57%) | 376,241,072 (85.14%) | 473,652 |
15 | Re-appointment of the auditors of the Company | 374,115,443 (99.33%) | 2,512,576 (0.67%) | 376,628,019 (85.22%) | 86,705 |
16 | Authority to determine the remuneration of the auditor | 376,074,038 (99.87%) | 492,569 (0.13%) | 376,566,607 (85.21%) | 147,872 |
17 | Authority to make political donations or incur political expenditure | 376,350,723 (99.93%) | 275,463 (0.07%) | 376,626,186 (85.22%) | 88,538 |
18 | Directors authority to allot shares | 376,554,989 (99.98%) | 73,030 (0.02%) | 376,628,019 (85.22%) | 86,705 |
19 | Directors authority to dis-apply pre-emption rights | 376,626,005 (100.00%) | 846 (0.00%) | 376,626,851 (85.22%) | 87,873 |
20 | Authority to purchase own shares | 376,626,450 (100.00%) | 1,277 (0.00%) | 376,627,727 (85.22%) | 86,997 |
21 | Authority to allot Additional Tier 1 securities | 376,249,803 (99.90%) | 377,048 (0.10%) | 376,626,851 (85.22%) | 87,873 |
22 | Authority to dis-apply pre-emption rights in relation to Additional Tier 1 Securities | 376,249,346 (99.90%) | 377,353 (0.10%) | 376,626,699 (85.22%) | 87,873 |
23 | Notice period for general meetings | 367,577,212 (97.60%) | 9,050,807 (2.40%) | 376,628,019 (85.22%) | 86,705 |
As set out in the Notice of Meeting, the Company also announces, in respect of resolutions 3 to 7, 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 | |
3 | Re-election of Glen Moreno | 221,505,474 (100.00%) | 786 (0.00%) | 221,506,260 (77.23%) | 88,010 |
4 | Re-election of Norman McLuskie | 221,328,613 (99.92%) | 178,939 (0.08%) | 221,507,552 (77.23%) | 86,718 |
5 | Re-election of Colin Keogh | 221,328,364 (99.92%) | 178,896 (0.08%) | 221,507,260 (77.23%) | 87,010 |
6 | Re-election of Marilyn Spearing | 221,328,613 (99.92%) | 178,647 (0.08%) | 221,507,260 (77.23%) | 87,010 |
7 | Re-election of Olivia Dickson | 221,265,295 100.00%) | 786 (0.00%) | 221,266,081 (77.15%) | 328,189 |
As at 18:00 on 29 April 2015, the number of issued shares in the Company was 441,933,180 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.
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 Money Holdings (UK) plc
Katie Marshall
Company Secretary
Phone: +44 (0) 191 2796482
Related Shares:
Virgin Money Holdings