19th May 2016 13:46
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 11.00 a.m. on 19 May 2016.
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 FOR AND AGAINST | % ISSUED SHARE CAPITAL¹,⁴ | VOTES WITHHELD ³ | |||
Ordinary Resolutions
| ||||||||||
1. | To receive the accounts of the Company for the year ended 31 December 2015 and the report of the Directors and auditors thereon. | 236,682,615 | 100.00 | 0 | 0.00 | 236,682,615 | 94.51 | 0 | ||
2. | To receive and approve the Directors' Remuneration Report contained within the Annual Report & Accounts for the financial year ended 31 December 2015. | 195,589,657 | 82.64 | 41,092,958 | 17.36 | 236,682,615 | 94.51 | 0 | ||
3. | To declare a final dividend of 2.2 pence per ordinary share. | 236,682,615 | 100.00 | 0 | 0.00 | 236,682,615 | 94.51 | 0 | ||
4. | To re-elect Allister Langlands as a Director of the Company. | 236,671,679 | 100.00 | 10,936 | 0.00 | 236,682,615 | 94.51 | 0 | ||
5. | To re-elect Ian El-Mokadem as a Director of the Company. | 236,637,731 | 99.98 | 44,884 | 0.02 | 236,682,615 | 94.51 | 0 | ||
6. | To elect Philip Marshall as a Director of the Company. | 236,637,731 | 99.98 | 44,884 | 0.02 | 236,682,615 | 94.51 | 0 | ||
7. | To re-elect Bill Spencer as a Director of the Company. | 236,682,615 | 100.00 | 0 | 0.00 | 236,682,615 | 94.51 | 0 | ||
8. | To re-elect Helmut Eschwey as a Director of the Company. | 236,682,615 | 100.00 | 0 | 0.00 | 236,682,615 | 94.51 | 0 | ||
9. | To re-elect Fred Kindle as a Director of the Company. | 234,247,704 | 98.97 | 2,434,911 | 1.03 | 236,682,615 | 94.51 | 0 | ||
10. | To re-elect Vanda Murray as a Director of the Company. | 236,682,615 | 100.00 | 0 | 0.00 | 236,682,615 | 94.51 | 0 | ||
11. | To re-elect Christian Rochat as a Director of the Company. | 236,637,731 | 99.98 | 44,884 | 0.02 | 236,682,615 | 94.51 | 0 | ||
12. | To re-elect Andrew Simon as a Director of the Company. | 236,682,615 | 100.00 | 0 | 0.00 | 236,682,615 | 94.51 | 0 | ||
13. | 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. | 234,229,333 | 98.96 | 2,452,757 | 1.04 | 236,682,090 | 94.51 | 525 | ||
14. | To authorise the Directors to determine the auditors' remuneration. | 234,247,704 | 98.97 | 2,434,911 | 1.03 | 236,682,615 | 94.51 | 0 | ||
15. | To authorise the Directors to allot shares. | 235,113,761 | 99.34 | 1,568,854 | 0.66 | 236,682,615 | 94.51 | 0 | ||
16. | To authorise political donations. | 235,223,462 | 99.38 | 1,459,153 | 0.62 | 236,682,615 | 94.51 | 0 | ||
Special Resolutions | ||||||||||
17. | To disapply statutory pre-emption rights. | 230,956,343 | 97.58 | 5,726,272 | 2.42 | 236,682,615 | 94.51 | 0 | ||
18. | To authorise the Company to purchase its ordinary shares. | 236,657,364 | 99.99 | 25,251 | 0.01 | 236,682,615 | 94.51 | 0 | ||
19. | To approve the notice period for calling general meetings. | 236,411,291 | 99.89 | 271,324 | 0.11 | 236,682,615 | 94.51 | 0 | ||
VOTES OF INDEPENDENT SHAREHOLDERS (EXCLUDING THE VOTING INTEREST OF BANKAMERICA NOMINEES LIMITED IN RESPECT OF THE SHARES HELD ON BEHALF OF TABASCO B.V. AS CONTROLLING SHAREHOLDER HOLDING 53.93% 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 FOR AND AGAINST | % ISSUED SHARE CAPITAL ¹, 5 | VOTES WITHHELD³ | ||
Ordinary Resolutions
| ||||||||
4. | To re-elect Allister Langlands as a Director of the Company. | 101,625,721 | 99.99 | 10,936 | 0.01 | 101,636,657 | 88.00 | 0 |
7. | To re-elect Bill Spencer as a Director of the Company. | 101,636,657 | 100.00 | 0 | 0.00 | 101,636,657 | 88.00 | 0 |
8. | To re-elect Helmut Eschwey as a Director of the Company. | 101,636,657 | 100.00 | 0 | 0.00 | 101,636,657 | 88.00 | 0 |
10. | To re-elect Vanda Murray as a Director of the Company. | 101,636,657 | 100.00 | 0 | 0.00 | 101,636,657 | 88.00 | 0 |
12. | To re-elect Andrew Simon as a Director of the Company. | 101,636,657 | 100.00 | 0 | 0.00 | 101,636,657 | 88.00 | 0 |
In accordance with Listing Rule 9.6.2, the Company has submitted to the FCA's National Storage Mechanism a copy of the resolutions (other than those relating to ordinary business) passed at the Annual General Meeting of the Company held on 19 May 2016 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 11.00 a.m. on 17 May 2016 was 250,431,550, of which the Total Voting Rights figure was 250,431,550.
(5) The percentage of issued share capital excludes 135,045,958 shares held on behalf of TABASCO B.V.
For and on behalf of Exova Group plc
Neil MacLennan
General Counsel & Company Secretary
Telephone: 0131 333 8053
About Exova
Exova is one of the world's leading laboratory-based testing groups, trusted by organisations to test and advise on the safety, quality and performance of their products and operations. Headquartered in Edinburgh, UK, Exova operates 145 laboratories and offices in 32 countries and employs around 4,500 people throughout Europe, the Americas, the Middle East and Asia/Asia Pacific.
Exova's capabilities help to extend asset life, bring predictability to applications, and shorten the time to market for customers' products, processes and materials. With over 90 years' experience, Exova specialises in testing across a number of key sectors from health sciences to aerospace, transportation, oil and gas, fire and construction.
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