11th Apr 2019 16:54
11 April 2019
Smith & Nephew plc
Smith & Nephew announces the results of the voting by poll on the resolutions put to its Annual General Meeting held at 2pm on 11 April 2019.
Resolution |
For/Discretion (Number of votes) |
Percentage For/Discretion (%) |
Against (Number of votes) |
Percentage Against (%) | Total votes validly cast | Percentage of relevant shares in issue (%) | Withheld (Number of votes) |
Ordinary resolutions | |||||||
1. To receive the audited accounts | 649,262,279 | 99.98 | 118,026 | 0.02 | 649,380,305 | 74.21 | 4,572,345 |
2. To approve the Directors' Remuneration Report (excluding Policy) | 553,379,288 | 87.56 | 78,602,919 | 12.44 | 631,982,207 | 72.22 | 21,970,442 |
3. To declare a final dividend | 653,256,456 | 99.98 | 119,220 | 0.02 | 653,375,676 | 74.67 | 574,988 |
4. To re-elect Graham Baker | 649,483,893 | 99.41 | 3,852,288 | 0.59 | 653,336,181 | 74.66 | 614,713 |
5. To re-elect Vinita Bali | 647,524,007 | 99.11 | 5,795,064 | 0.89 | 653,319,071 | 74.66 | 631,188 |
6. To re-elect The Rt. Hon Baroness Virginia Bottomley of Nettlestone DL | 650,346,829 | 99.55 | 2,971,444 | 0.45 | 653,318,273 | 74.66 | 631,986 |
7. To re-elect Roland Diggelmann | 652,543,176 | 99.88 | 770,831 | 0.12 | 653,314,007 | 74.66 | 637,202 |
8. To re-elect Erik Engstrom | 650,341,171 | 99.54 | 2,978,699 | 0.46 | 653,319,870 | 74.66 | 631,339 |
9. To re-elect Robin Freestone | 642,443,452 | 98.33 | 10,878,461 | 1.67 | 653,321,913 | 74.66 | 629,233 |
10. To elect Namal Nawana | 652,830,374 | 99.92 | 508,259 | 0.08 | 653,338,633 | 74.66 | 612,576 |
11. To re-elect Marc Owen | 646,073,514 | 98.89 | 7,242,309 | 1.11 | 653,315,823 | 74.66 | 634,386 |
12. To re-elect Angie Risley | 641,552,877 | 99.67 | 2,140,298 | 0.33 | 643,693,175 | 73.56 | 10,258,034 |
13. To re-elect Roberto Quarta | 640,821,548 | 98.09 | 12,507,326 | 1.91 | 653,328,874 | 74.66 | 621,516 |
14. To re-appoint the Auditor | 653,324,989 | 99.98 | 101,453 | 0.02 | 653,426,442 | 74.67 | 524,587 |
15. To authorise the Directors to determine the remuneration of the Auditor | 653,225,586 | 99.98 | 109,939 | 0.02 | 653,335,525 | 74.66 | 615,684 |
16. To renew the Directors' authority to allot shares | 618,898,560 | 94.73 | 34,427,725 | 5.27 | 653,326,285 | 74.66 | 624,724 |
Special resolutions | |||||||
17. To renew the Directors' authority for the disapplication of the pre-emption rights | 619,980,214 | 94.90 | 33,286,301 | 5.10 | 653,266,515 | 74.65 | 684,694 |
18. To renew the Directors' limited authority to make market purchases of the Company's own shares | 648,694,596 | 99.34 | 4,340,154 | 0.66 | 653,034,750 | 74.63 | 913,458 |
19. To authorise general meetings to be held on 14 clear days' notice | 574,795,680 | 88.38 | 75,570,068 | 11.62 | 650,365,748 | 74.32 | 3,585,461 |
20. To approve the new Articles of Association | 629,461,944 | 96.37 | 23,730,403 | 3.63 | 653,192,347 | 74.65 | 750,862 |
The number of Ordinary Shares in issue on 9 April 2019 at 6pm (excluding shares held in Treasury) was 875,056,741. Shareholders are entitled to one vote per share. A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes validly cast.
A copy of the Resolutions passed as Special Business at the Annual General Meeting is being submitted to the UK Listing Authority and will shortly be available for inspection at the National Storage Mechanism document viewing facility at: http://www.morningstar.co.uk/uk/nsm
Ian Barlow and Michael Friedman did not stand for re-election as Directors and stood down from the Board with effect from the conclusion of the AGM.
In accordance with section 430(2B) of the Companies Act 2006, Smith & Nephew confirms that Ian Barlow and Michael Friedman will receive payment of fees for service whilst a Director but no other remuneration payment or payment for loss of office will be made in connection with their departure.
Susan Swabey
Company Secretary
Smith & Nephew plc
Tel: +44 (0)1923 477317
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