9th Dec 2016 17:45
River and Mercantile Group PLC
(the 'Company')
2016 Annual General Meeting ('AGM') Results
The Company announces that at its AGM held earlier today, 9 December 2016, all the resolutions set out in the Notice of AGM were passed by the requisite majority. Each of the resolutions put to the AGM was voted on by way of a poll. The results of the poll for each resolution were as follows:
Resolution *indicates special resolution
| For (No. of shares) | For % | Against (No. of shares) | Against (%) | Votes Withheld (No. of shares) | %ISC Voted (excluding withheld) |
1. To receive the annual report and accounts for the year ended 30 June 2016 together with the report of the auditors thereon.
| 71,538,913 | 100% | 0 | 0 | 0 | 87.14% |
2. To approve the Directors' report on remuneration for the year ended 30 June 2016 as set out in the Annual Report and Accounts 2016.
| 60,978,179 | 85.24% | 10,560,734 | 14.76% | 0 | 87.14% |
3. To approve the payment of a final dividend of 2.5 pence per ordinary share for the financial year ended 30 June 2016.
| 71,038,913 | 99.30% | 500,000 | 0.70% | 0 | 87.14% |
4. Re-elect Paul Bradshaw as a Director of the Company with controlling shareholders vote.
| 71,538,913 | 100% | 0 | 0 | 0 | 87.14% |
5. Re-elect James Barham as a Director of the Company.
| 71,038,913 | 99.30% | 500,000 | 0.70% | 0 | 87.14% |
6. Re-elect Jack Berry as a Director of the Company.
| 68,828,294 | 99.28% | 500,000 | 0.72% | 2,210,619 | 84.45% |
7. Re-elect Angela Crawford-Ingle as a Director of the Company with controlling shareholders vote.
| 71,538,913 | 100% | 0 | 0 | 0 | 87.14% |
8. Re-elect Mike Faulkner as a Director of the Company.
| 71,538,913 | 100% | 0 | 0 | 0 | 87.14% |
9. Re-elect Kevin Hayes as a Director of the Company.
| 71,538,913 | 100% | 0 | 0 | 0 | 87.14% |
10.Re-elect Robin Minter-Kemp as a Director of the Company with controlling shareholders vote.
| 71,038,913 | 100% | 0 | 0 | 500,000 | 86.53% |
11. Re-elect Jonathan Punter as a Director of the Company.
| 71,344,645 | 99.73% | 194,268 | 0.27% | 0 | 87.14% |
12. Re-elect Peter Warry as a Director of the Company with controlling shareholders vote.
| 71,538,913 | 100% | 0 | 0 | 0 | 87.14% |
13. To reappoint BDO LLP as auditors to the Company, to hold office until the conclusion of the next general meeting at which accounts are laid before the shareholders.
| 71,344,645 | 100% | 0 | 0 | 194,268 | 86.90% |
14. To authorise the Board to set the remuneration of the auditors.
| 71,538,913 | 100% | 0 | 0 | 0 | 87.14% |
15. To authorise the Board to allot securities.
| 71,538,913 | 100% | 0 | 0 | 0 | 87.14% |
16. To authorise the Board to incur political expenditure not exceeding £50,000 during the period beginning on the date on which this resolution is passed and ending on 8 March 2018 or if sooner, the end of the next AGM of the Company.
| 39,228,786 | 54.84% | 32,310,127 | 45.16% | 0 | 87.14% |
17. The aggregate annual sum of fees paid to the Directors be increased from £302,500 to the limit of £450,000.
| 65,346,827 | 91.34% | 6,192,086 | 8.66% | 0 | 87.14% |
18. To authorise the Board to disapply pre-emption rights.*
| 70,725,375 | 98.86% | 813,538 | 1.14% | 0 | 87.14% |
19. In addition to the authority in Resolution 18, to authorise the Board to disapply pre-emption rights for the purpose of financing a transaction which is an acquisition or capital investment.*
| 70,531,107 | 98.59% | 1,007,806 | 1.41% | 0 | 87.14% |
20. To authorise the Board to call a general meeting of the Company (other than an AGM) on not less than 14 clear days' notice.*
| 66,290,723 | 92.66% | 5,248,190 | 7.34% | 0 | 87.14% |
Votes of shareholders excluding controlling shareholder
Resolution *indicates special resolution | For (No. of shares) | For % | Against (No. of shares) | Against (%) | Votes Withheld (No. of shares) | %ISC Voted (excluding withheld) |
4. Re-elect Paul Bradshaw as a Director of the Company.
| 40,236,592 | 100% | 0 | 0 | 0 | 79.22% |
7. Re-elect Angela Crawford-Ingle as a Director of the Company.
| 40,236,592 | 100% | 0 | 0 | 0 | 79.22% |
10. Re-elect Robin Minter-Kemp as a Director of the Company.
| 39,736,592 | 100% | 0 | 0 | 500,000 | 78.23% |
12. Re-elect Peter Warry as a Director of the Company.
| 40,236,592 | 100% | 0 | 0 | 0 | 79.22% |
The Board has noted the votes received in respect of Resolution 2 (Directors' Remuneration Report). The Remuneration Committee recognises that, while a significant level of support has been received for the Directors' Remuneration Report, not all shareholders have voted in support and we value their feedback. The Remuneration Committee will consider the feedback provided and will engage in a dialogue with major shareholders regarding remuneration matters ahead of the 2017 AGM when the Company's remuneration policy is next scheduled to be put to the vote.
Related Shares:
RIV.L