14th May 2015 16:52
Exova Group plc
(the 'Company')
Results of Annual General Meeting
The Annual General Meeting of the Company was held at The Cavendish Hotel, 81 Jermyn Street, London SW1Y 6JF at 10.00 a.m. on 14 May 2015.
All resolutions were passed by the requisite majority on a poll.
The polling results for each resolution are set out below:
Resolutions | VOTES FOR | % of votes cast FOR ¹ | VOTES AGAINST | % of votes cast AGAINST ¹ | TOTAL VOTES VALIDLY CAST | % ISSUED SHARE CAPITAL ¹ | VOTES WITHHELD³ | |||
Ordinary Resolutions | ||||||||||
1. | To receive the accounts of the Company for the year ended 31 December 2014 and the report of the Directors and auditors. | 212,008,614 | 100.00 | 0 | 0 | 212,008,614 | 84.67 | 0 | ||
2. | To receive and approve the Directors' Remuneration Report (other than the part containing the Directors' remuneration policy referred to in Resolution 3 below) contained within the Annual Report & Accounts for the financial year ended 31 December 2014. | 210,960,459 | 99.51 | 1,048,155 | 0.49 | 212,008,614 | 84.67 | 0 | ||
3. | To receive and approve the Directors' remuneration policy. | 211,008,264 | 99.53 | 1,000,350 | 0.47 | 212,008,614 | 84.67 | 0 | ||
4. | To declare a final dividend of 2.0 pence per ordinary share | 209,900,538 | 99.01 | 2,108,082 | 0.99 | 212,008,614 | 84.67 | 0 | ||
5. | To elect Fred Kindle as a Director of the Company. | 211,662,824 | 99.84 | 345,790 | 0.16 | 212,008,614 | 84.67 | 0 | ||
6. | To elect Ian El-Mokadem as a Director of the Company. | 212,008,614 | 100.00 | 0 | 0 | 212,008,614 | 84.67 | 0 | ||
7. | To elect Anne Thorburn as a Director of the Company. | 212,008,614 | 100.00 | 0 | 0 | 212,008,614 | 84.67 | 0 | ||
8. | To elect Allister Langlands as a Director of the Company. | 212,008,614 | 100.00 | 0 | 0 | 212,008,614 | 84.67 | 0 | ||
9. | To elect Helmut Eschwey as a Director of the Company. | 212,008,614 | 100.00 | 0 | 0 | 212,008,614 | 84.67 | 0 | ||
10. | To elect Vanda Murray as a Director of the Company. | 212,008,614 | 100.00 | 0 | 0 | 212,008,614 | 84.67 | 0 | ||
11. | To elect Christian Rochat as a Director of the Company. | 212,008,614 | 100.00 | 0 | 0 | 212,008,614 | 84.67 | 0 | ||
12. | To elect Andrew Simon as a Director of the Company. | 212,008,614 | 100.00 | 0 | 0 | 212,008,614 | 84.67 | 0 | ||
13. | To elect Bill Spencer as a Director of the Company. | 212,008,614 | 100.00 | 0 | 0 | 212,008,614 | 84.67 | 0 | ||
14. | To re‑appoint Ernst & Young LLP as the Company's auditors until the conclusion of the next general meeting of the Company at which accounts are laid. | 211,984,010 | 99.99 | 24,604 | 0.01 | 212,008,614 | 84.67 | 0 | ||
15. | To authorise the Directors to determine the auditors' remuneration. | 211,940,962 | 99.97 | 67,652 | 0.03 | 212,008,614 | 84.67 | 0 | ||
16. | To authorise the Directors to allot shares. | 208,081,538 | 98.53 | 3,100,434 | 1.47 | 211,181,972 | 84.35 | 826,642 | ||
17. | To authorise political donations. | 212,008,614 | 100.00 | 0 | 0 | 212,008,614 | 84.67 | 0 | ||
Special Resolutions | ||||||||||
18. | To disapply statutory pre-emption rights. | 209,900,532 | 99.01 | 2,108,082 | 0.99 | 212,008,614 | 84.67 | 0 | ||
19. | To authorise the Company to purchase its ordinary shares. | 211,940,962 | 100.00 | 0 | 0 | 211,940,962 | 84.65 | 67,652 | ||
20. | To approve the notice period for calling general meeting. | 211,763,581 | 99.88 | 245,033 | 0.12 | 212,008,614 | 84.67 | 0 | ||
VOTES OF INDEPENDENT SHAREHOLDERS (EXCLUDING THE VOTING INTEREST OF TABASCO BV AS CONTROLLING SHAREHOLDER HOLDING 53.94% OF THE ISSUED ORDINARY SHARE CAPITAL) ON THE RESOLUTIONS CONCERNING THE ELECTION OF THE INDEPENDENT NON-EXECUTIVE DIRECTORS | ||||||||
VOTES FOR | % of votes cast FOR ¹ | VOTES AGAINST | % of votes cast AGAINST ¹ | TOTAL VOTES VALIDLY CAST | % ISSUED SHARE CAPITAL ¹, 5 | VOTES WITHHELD³ | ||
Ordinary Resolutions | ||||||||
8. | To elect Allister Langlands as a Director of the Company. | 76,962,656 | 100.00 | 0 | 0.00 | 76,962,656 | 66.73 | 0 |
9. | To elect Helmut Eschwey as a Director of the Company. | 76,962,656 | 100.00 | 0 | 0.00 | 76,962,656 | 66.73 | 0 |
10. | To elect Vanda Murray as a Director of the Company. | 76,962,656 | 100.00 | 0 | 0.00 | 76,962,656 | 66.73 | 0 |
12. | To elect Andrew Simon as a Director of the Company. | 76,962,656 | 100.00 | 0 | 0.00 | 76,962,656 | 66.73 | 0 |
13. | To elect Bill Spencer as a Director of the Company. | 76,962,656 | 100.00 | 0 | 0.00 | 76,962,656 | 66.73 | 0 |
In accordance with Listing Rule 9.6.2, copies of the Special Resolutions passed at the meeting in respect of resolutions 18, 19 and 20 have been submitted to the FCA's National Storage Mechanism, and will shortly be available to view at: www.morningstar.co.uk/uk/nsm.
Notes:
(1) The percentages above are rounded to two decimal places.
(2) The votes "for" include those votes giving the Chairman discretion.
(3) A "vote withheld" is not counted towards the votes cast "for" or "against" a resolution.
(4) The total number of shares in issue at 10.00 a.m. on 14 May 2015 was 250,372,727, of which the Total Voting Rights figure was 250,372,727.
(5) The percentage of issued share capital excludes 135,045,958 shares held by TABASCO B.V.
For and on behalf of Exova Group plc
Neil MacLennan
Company Secretary
Telephone: 0131 333 8053
Related Shares:
EXO.L