11th May 2009 16:51
Results of the Annual General Meeting held on 11 May 2009
11 May 2009
Henderson Group plc reports that the resolutions contained in the Notice of Annual General Meeting (dated 20 March 2009 and lodged with the ASX and the UKLA Document Viewing Facility on 30 March 2009) were each passed by the requisite majority of shareholders. This included amendments to Henderson Group plc's Articles of Association as set out in Resolution 19 of the Notice of Annual General Meeting. A copy of new Articles of Association, which take immediate effect, have been lodged with the ASX and can also be viewed at the UKLA Document Viewing Facility.
Resolutions 1 to 15 were decided on a show of hands at the meeting. Resolutions 16 to 19 were decided on a poll.
No resolutions were amended or withdrawn. The full text of each resolution is contained in the Notice of Annual General Meeting. Capitalised terms used below have the same meaning as in the Notice of Annual General Meeting.
Resolution 1: Directors' Report and Accounts
It was resolved, as an ordinary resolution, to receive the Directors' Report and Accounts.
|
For |
Against |
Votes withheld* |
Proxy's Discretion |
Total (excluding votes withheld) |
|
|
Total number of proxy votes exercisable by all proxies validly appointed: |
516,656,798 |
53,842 |
63,526 |
2,286,483 |
518,997,123 |
Resolution 2: Report on Directors' Remuneration
It was resolved, as an ordinary resolution, to approve the Report on Directors' Remuneration.
|
For |
Against |
Votes withheld* |
Proxy's Discretion |
Total (excluding votes withheld) |
|
|
Total number of proxy votes exercisable by all proxies validly appointed: |
493,557,249 |
17,043,271 |
6,163,602 |
2,292,329 |
512,892,849 |
Resolution 3: Dividend
It was resolved, as an ordinary resolution, to declare a final dividend of 4.25 pence per share.
|
For |
Against |
Votes withheld* |
Proxy's Discretion |
Total (excluding votes withheld) |
|
|
Total number of proxy votes exercisable by all proxies validly appointed: |
516,719,482 |
24,487 |
46,942 |
2,279,402 |
519,023,371 |
Resolutions 4 to 10: Reappointment of Existing Directors
Resolution 4
It was resolved, as an ordinary resolution, to reappoint Mr R L Pennant-Rea as a Director of the Company.
|
For |
Against |
Votes withheld* |
Proxy's Discretion |
Total (excluding votes withheld) |
|
|
Total number of proxy votes exercisable by all proxies validly appointed: |
515,891,242 |
719,455 |
143,841 |
2,290,521 |
518,901,218 |
Resolution 5
It was resolved, as an ordinary resolution, to reappoint Mr G P Aherne as a Director of the Company.
|
For |
Against |
Votes withheld* |
Proxy's Discretion |
Total (excluding votes withheld) |
|
|
Total number of proxy votes exercisable by all proxies validly appointed: |
514,952,203 |
765,384 |
1,061,403 |
2,286,861 |
518,004,448 |
Resolution 6
It was resolved, as an ordinary resolution, to reappoint Mr D G R Ferguson as a Director of the Company.
|
For |
Against |
Votes withheld* |
Proxy's Discretion |
Total (excluding votes withheld) |
|
|
Total number of proxy votes exercisable by all proxies validly appointed: |
514,948,017 |
753,358 |
1,070,650 |
2,283,988 |
517,985,363 |
Resolution 7
It was resolved, as an ordinary resolution, to reappoint Mr A J Formica as a Director of the Company.
|
For |
Against |
Votes withheld* |
Proxy's Discretion |
Total (excluding votes withheld) |
|
|
Total number of proxy votes exercisable by all proxies validly appointed: |
515,004,161 |
706,209 |
1,056,240 |
2,285,111 |
517,995,481 |
Resolution 8
It was resolved, as an ordinary resolution, to reappoint Mr N T Hiscock as a Director of the Company.
|
For |
Against |
Votes withheld* |
Proxy's Discretion |
Total (excluding votes withheld) |
|
|
Total number of proxy votes exercisable by all proxies validly appointed: |
515,889,501 |
763,297 |
124,947 |
2,288,154 |
518,940,952 |
Resolution 9
It was resolved, as an ordinary resolution, to reappoint Mr T F How as a Director of the Company.
|
For |
Against |
Votes withheld* |
Proxy's Discretion |
Total (excluding votes withheld) |
|
|
Total number of proxy votes exercisable by all proxies validly appointed: |
515,922,211 |
718,161 |
137,479 |
2,287,251 |
518,927,623 |
Resolution 10
It was resolved, as an ordinary resolution, to reappoint Mr D J S Roques as a Director of the Company.
|
For |
Against |
Votes withheld* |
Proxy's Discretion |
Total (excluding votes withheld) |
|
|
Total number of proxy votes exercisable by all proxies validly appointed: |
515,872,355 |
766,265 |
140,576 |
2,285,790 |
518,924,410 |
Resolution 11: Reappointment of the Auditors
It was resolved, as an ordinary resolution, to reappoint Ernst & Young LLP as Auditors to the Company.
|
For |
Against |
Votes withheld* |
Proxy's Discretion |
Total (excluding votes withheld) |
|
|
Total number of proxy votes exercisable by all proxies validly appointed: |
515,172,165 |
1,476,064 |
98,415 |
2,304,726 |
518,952,955 |
Resolution 12: Remuneration of the Auditors
It was resolved, as an ordinary resolution, to authorise the Directors to agree the remuneration of the Auditors.
|
For |
Against |
Votes withheld* |
Proxy's Discretion |
Total (excluding votes withheld) |
|
|
Total number of proxy votes exercisable by all proxies validly appointed: |
515,805,492 |
751,248 |
163,533 |
2,302,955 |
518,859,695 |
Resolution 13: Henderson Group plc Company Share Option Plan
It was resolved, as an ordinary resolution, to approve the Henderson Group plc Company Share Option Plan.
|
For |
Against |
Votes withheld* |
Proxy's Discretion |
Total (excluding votes withheld) |
|
|
Total number of proxy votes exercisable by all proxies validly appointed: |
515,232,384 |
837,428 |
684,308 |
2,286,927 |
518,356,739 |
Resolution 14: Issue of options to employees
It was resolved, as an ordinary resolution, to approve the issue of options to employees for the purposes of ASX Listing Rule 7.4.
|
For |
Against |
Votes withheld* |
Proxy's Discretion |
Total (excluding votes withheld) |
|
|
Total number of proxy votes exercisable by all proxies validly appointed: |
465,155,932 |
663,248 |
50,938,299 |
2,291,857 |
468,111,037 |
Resolution 15: Authority to allot shares
It was resolved, as an ordinary resolution, to give limited authority to the Directors to allot shares.
|
For |
Against |
Votes withheld* |
Proxy's Discretion |
Total (excluding votes withheld) |
|
|
Total number of proxy votes exercisable by all proxies validly appointed: |
515,324,143 |
1,266,559 |
162,889 |
2,291,778 |
518,882,480 |
Resolution 16: Limited disapplication of pre-emption rights
It was resolved, as a resolution required under the Articles of Association, to disapply pre-emption rights to a limited extent.
|
For |
Against |
Votes withheld* |
Proxy's Discretion |
Total (excluding votes withheld) |
|
|
Total number of proxy votes exercisable by all proxies validly appointed: |
515,987,327 |
407,984 |
320,278 |
2,301,863 |
518,697,174 |
|
Total number of votes cast on the poll: |
518,141,658 |
393,491 |
319,426 |
n/a |
518,535,149 |
Resolution 17: Authority to purchase own shares
It was resolved, as a special resolution, to authorise the Company to purchase its own shares.
|
For |
Against |
Votes withheld* |
Proxy's Discretion |
Total (excluding votes withheld) |
|
|
Total number of proxy votes exercisable by all proxies validly appointed: |
516,400,371 |
254,607 |
100,640 |
2,291,121 |
518,946,099 |
|
Total number of votes cast on the poll: |
518,529,294 |
253,616 |
100,640 |
n/a |
518,782,910 |
Resolution 18: Contingent Purchase Contract
It was resolved, as a special resolution, to authorise the Company to enter into a Contingent Purchase Contract.
|
For |
Against |
Votes withheld* |
Proxy's Discretion |
Total (excluding votes withheld) |
|
|
Total number of proxy votes exercisable by all proxies validly appointed: |
515,612,521 |
313,076 |
819,519 |
2,293,635 |
518,219,232 |
|
Total number of votes cast on the poll: |
517,756,311 |
300,344 |
819,219 |
n/a |
518,056,655 |
Resolution 19: Amendment of Articles of Association - sale of small holdings
It was resolved, as a special resolution, to amend the Articles of Association of the Company - sale of small holdings.
|
For |
Against |
Votes withheld* |
Proxy's Discretion |
Total (excluding votes withheld) |
|
|
Total number of proxy votes exercisable by all proxies validly appointed: |
515,721,940 |
386,712 |
652,853 |
2,292,865 |
518,401,517 |
|
Total number of votes cast on the poll: |
517,853,095 |
385,545 |
652,853 |
n/a |
518,238,640 |
* A 'vote withheld' is not a vote in law. These were not counted in the calculation of the proportion of the votes for and against each of the resolutions.
For further information
www.henderson.com or
Investor enquiries
|
Mav Wynn Head of Investor Relations |
+44 (0) 20 7818 5135 or +44 (0) 20 7818 5310 or |
|
Media enquiries |
|
|
United Kingdom - Maitland Lydia Pretzlik / Rebecca Mitchell |
Australia - Cannings Pip Green / Luis Garcia |
|
+44 (0)20 7379 5151 |
+61 (0)2 8284 9990 |
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