15th May 2015 14:55
MERLIN ENTERTAINMENTS PLC
Annual General Meeting
held at LEGOLAND Windsor Hotel, Winkfield Road, Windsor, SL4 4AY
on Thursday 14 May 2015 at 11.00 am.
RESULTS OF POLL
The Merlin Entertainments plc Annual General Meeting was held at LEGOLAND Windsor Hotel, Winkfield Road, Windsor, SL4 4AY on Thursday 14 May 2015 at 11.00 am. In line with recommended practice, a poll was conducted on each Resolution proposed at the Meeting. Each Resolution was passed and the results of the poll on each Resolution are set out below:
RESOLUTION | *VOTESFOR | % | VOTES AGAINST | % | VOTESTOTAL* | % of ISC VOTED | **VOTES WITHHELD | |
1 | To receive the Annual Report and Accounts for the year ended 27 December 2014. | 829,749,574 | 99.72 | 2,290,273 | 0.28 | 832,039,847 | 82.08 | 262,288 |
2 | To declare a final dividend of 4.2 pence per share in respect of the year ended 27 December 2014. | 832,057,370 | 100.00 | 290 | 0.00 | 832,057,660 | 82.08 | 244,475 |
3 | To approve the Annual Report on Remuneration in the Annual Report and Accounts. | 815,000,513 | 97.95 | 17,023,562 | 2.05 | 832,024,075 | 82.07 | 278,060 |
4 | To re-elect Sir John Sunderland as a Director of the Company. | 782,785,382 | 98.90 | 8,669,801 | 1.10 | 791,455,183 | 78.07 | 40,846,952 |
5 | To re-elect Nick Varney as a Director of the Company. | 830,317,022 | 99.79 | 1,748,412 | 0.21 | 832,065,434 | 82.08 | 236,701 |
6 | To re-elect Andrew Carr as a Director of the Company. | 829,614,910 | 99.71 | 2,450,524 | 0.29 | 832,065,434 | 82.08 | 236,701 |
7 | To re-elect Charles Gurassa as a Director of the Company. | 831,072,075 | 99.91 | 768,488 | 0.09 | 831,840,563 | 82.06 | 461,572 |
8 | To re-elect Ken Hydon as a Director of the Company. | 790,172,713 | 99.87 | 1,057,152 | 0.13 | 791,229,865 | 78.05 | 41,072,270 |
9 | To re-elect Fru Hazlitt as a Director of the Company. | 831,176,875 | 99.91 | 767,504 | 0.09 | 831,944,379 | 82.07 | 357,756 |
10 | To re-elect Søren Sørensen as a Director of the Company. | 817,231,655 | 98.23 | 14,716,286 | 1.77 | 831,947,941 | 82.07 | 354,194 |
11 | To re-appoint KPMG LLP as auditors of the Company to hold office until the conclusion of the next Annual General Meeting of the Company. | 819,725,305 | 98.52 | 12,319,158 | 1.48 | 832,044,463 | 82.08 | 257,672 |
12 | To authorise the Directors to determine the remuneration of the auditors. | 824,492,541 | 99.09 | 7,549,018 | 0.91 | 832,041,559 | 82.08 | 260,576 |
13 | That the Company be authorised to make political donations and expenditure. | 827,772,897 | 99.51 | 4,054,779 | 0.49 | 831,827,676 | 82.05 | 474,459 |
14 | That the Directors be generally and unconditionally authorised to exercise all the powers of the Company to allot shares. | 807,805,708 | 97.08 | 24,257,285 | 2.92 | 832,062,993 | 82.08 | 239,142 |
15*** | That approval is granted for the waiver by the Panel on Takeovers and Mergers of any obligation that could arise, pursuant to Rule 9 of the City Code on Takeovers and Mergers, for KIRKBI to make a general offer for all the issued share capital of the Company. | 300,677,499 | 61.57 | 187,676,325 | 38.43 | 488,353,824 | 48.17 | 343,948,310 |
16**** | To empower the Directors to allot equity securities under Section 570 of the Companies Act 2006. | 795,607,772 | 95.63 | 36,343,183 | 4.37 | 831,950,955 | 82.07 | 351,180 |
17**** | That the Company be generally and unconditionally authorised to make market purchases under section 693 of the Companies Act 2006. | 829,641,181 | 99.72 | 2,310,774 | 0.28 | 831,951,955 | 82.07 | 350,180 |
18**** | That a General Meeting, other than an Annual General Meeting, may be called on not less than 14 clear days' notice. | 808,532,592 | 97.19 | 23,416,988 | 2.81 | 831,949,580 | 82.07 | 352,555 |
Notes:
* Includes discretionary votes received.
** A vote Withheld is not a vote in law and is not counted towards the proportion of votes For or Against a Resolution.
*** KIRKBI Invest A/S ("KIRKBI") was, as at the date of the Annual General Meeting, interested in 302,971,529 Ordinary Shares in the Company, representing 29.89 per cent. of the issued share capital of the Company. These shares were not included in the votes cast for the purpose of the poll on Resolution 15 and are included in the Votes Withheld figure. If the Company were to exercise the buy-back authority to the exclusion of KIRKBI, KIRKBI's interest in Ordinary Shares would as a result (assuming no other allotments of Ordinary Shares) increase to 302,971,529 Ordinary Shares representing 33.21 per cent. of the issued share capital of the Company.
**** Indicates a Special Resolution.
This Announcement is available for viewing on the Company's website, www.merlinentertainments.biz/shareholder-meetings.
In accordance with the UK Listing Authority's Listing Rule 9.6.2, copies of all the Resolutions passed by Merlin Entertainments plc shareholders have been submitted to the National Storage Mechanism and are available for inspection at www.morningstar.co.uk/uk/NSM.
Further enquiries:
Colin N. Armstrong
Group Legal Director and Company Secretary
Merlin Entertainments plc
Related Shares:
Merlin Entertainments