9th May 2018 13:31
Virgin Money Holdings (UK) plc (Company)
9 May 2018
Results of Annual General Meeting held on 9 May 2018
The Company announces that at its Annual General Meeting (AGM) held earlier today, all the resolutions put to all shareholders were passed on a poll. Resolutions 1 to 17 (inclusive) and 21 were passed as ordinary resolutions and resolutions 18 to 20 (inclusive), 22 and 23 were passed as special resolutions. The results of the votes cast on each resolution, on which Equiniti, the Company's registrar, acted as scrutineer, are as follows:
Resolution | Total votes for (%) | Total votes against (%) | Votes total (% of issued share capital) | Votes withheld | ||||
1 | Receive the report and accounts | 363,554,974 | 99.99 | 37,157 | 0.01 | 363,592,131 | 81.63% | 422,595 |
2 | Declaration of a final dividend | 364,018,752 | 100.00 | 974 | 0.00 | 364,019,726 | 81.72% | 0 |
3 | Election of Irene Dorner | 364,010,827 | 100.00 | 5,194 | 0.00 | 364,016,021 | 81.72% | 3,705 |
4 | Re-election of Jayne-Anne Gadhia | 363,629,987 | 99.90 | 381,729 | 0.10 | 364,011,716 | 81.72% | 8,010 |
5 | Election of Peter Bole | 363,014,728 | 99.73 | 1,000,762 | 0.27 | 364,015,490 | 81.72% | 4,236 |
6 | Re-election of Norman McLuskie | 353,320,715 | 97.08 | 10,641,177 | 2.92 | 363,961,892 | 81.71% | 57,834 |
7 | Re-election of Colin Keogh | 363,602,541 | 99.90 | 359,882 | 0.10 | 363,962,423 | 81.71% | 57,303 |
8 | Re-election of Geeta Gopalan | 354,764,876 | 97.46 | 9,251,331 | 2.54 | 364,016,207 | 81.72% | 3,519 |
9 | Re-election of Eva Eisenschimmel | 354,724,880 | 97.46 | 9,254,549 | 2.54 | 363,979,429 | 81.71% | 40,297 |
10 | Re-election of Darren Pope | 354,728,943 | 97.46 | 9,249,955 | 2.54 | 363,978,898 | 81.71% | 40,828 |
11 | Election of Amy Stirling | 362,842,816 | 99.70 | 1,082,112 | 0.30 | 363,924,928 | 81.70% | 94,798 |
12 | Re-election of Patrick McCall | 363,441,290 | 99.86 | 526,133 | 0.14 | 363,967,423 | 81.71% | 52,303 |
13 | Approval of Directors' Remuneration Report | 304,584,848 | 84.97 | 53,865,023 | 15.03 | 358,449,871 | 80.47% | 5,569,854 |
14 | Re-appointment of the auditors of the Company | 363,962,686 | 100.00 | 11,743 | 0.00 | 363,974,429 | 81.71% | 45,297 |
15 | Authority to determine the remuneration of the auditors | 364,011,680 | 100.00 | 5,027 | 0.00 | 364,016,707 | 81.72% | 3,019 |
16 | Authority to make political donations or incur political expenditure | 362,918,551 | 99.71 | 1,057,214 | 0.29 | 363,975,765 | 81.71% | 43,961 |
17 | Directors' authority to allot shares | 363,134,764 | 99.76 | 881,647 | 0.24 | 364,016,411 | 81.72% | 3,315 |
18 | General authority to dis-apply pre-emption rights | 363,919,142 | 100.00 | 8,798 | 0.00 | 363,927,940 | 81.70% | 91,786 |
19 | Additional authority to dis-apply pre-emption rights | 330,510,849 | 90.82 | 33,417,090 | 9.18 | 363,927,939 | 81.70% | 91,786 |
20 | Authority to purchase own shares | 361,006,112 | 99.19 | 2,959,737 | 0.81 | 363,965,849 | 81.71% | 53,876 |
21 | Authority to allot Additional Tier 1 securities | 360,901,458 | 99.15 | 3,078,079 | 0.85 | 363,979,537 | 81.71% | 40,188 |
22 | Authority to dis-apply pre-emption rights in relation to Additional Tier 1 Securities | 359,576,608 | 98.80 | 4,349,143 | 1.20 | 363,925,751 | 81.70% | 93,974 |
23 | Notice period for general meetings | 355,096,955 | 97.62 | 8,674,225 | 2.38 | 363,771,180 | 81.67% | 52,907 |
As set out in the Notice of Meeting, the Company also announces, in respect of resolutions 6 to 10 (inclusive), the result of the vote of the independent shareholders as follow:
RESOLUTION | Total votes for (%) | Total votes against (%) | Votes total (% of issued share capital) | Votes withheld | ||||
6 | Re-election of Norman McLuskie | 198,200,261 | 94.90 | 10,641,177 | 5.10 | 208,841,438 | 71.93% | 57,834 |
7 | Re-election of Colin Keogh | 208,482,087 | 99.83 | 359,882 | 0.17 | 208,841,969 | 71.93% | 57,303 |
8 | Re-election of Geeta Gopalan | 199,644,422 | 95.57 | 9,251,331 | 4.43 | 208,895,753 | 71.95% | 3,519 |
9 | Re-election of Eva Eisenschimmel | 199,604,426 | 95.57 | 9,254,549 | 4.43 | 208,858,975 | 71.94% | 40,297 |
10 | Re-election of Darren Pope | 199,608,489 | 95.57 | 9,249,955 | 4.43 | 208,858,444 | 71.94% | 40,828 |
As at 18:30 on 4 May 2018, the number of issued shares in the Company was 445,442,008 ordinary shares, which was the total number of shares entitling the holders to attend and vote for or against all the resolutions at the AGM. In accordance with the Company's articles of association, on a poll every member present in person or by proxy has one vote for every share held. Approximately 81% of the Company's issued share capital was voted at the AGM.
There were no restrictions on shareholders to cast votes on any of the resolutions proposed at the AGM. Votes "for" include proxy appointments which gave discretion to the Chairman of the AGM. Votes "withheld" are not votes in law and therefore have not been counted in the calculation of the proportion of the votes for or against a resolution.
Following the declaration of the final dividend by shareholders at today's AGM, a dividend of 4.1 pence per ordinary share of 0.01 pence in the Company for the financial year ended 31 December 2017 will be paid on 16 May 2018 to those shareholders registered at the close of business on 6 April 2018 (the record date).
Pursuant to UK Listing Rule 9.6.2R, copies of all resolutions, other than those concerning ordinary business, passed at the AGM will be shortly submitted to the National Storage Mechanism and will be available for inspection at http://www.morningstar.co.uk/uk/NSM.
The full text of the resolutions passed at the AGM can be found in the Notice of AGM which is available alongside the AGM results on the Company's website at http://www.virginmoney.com/virgin/investor-relations.
Virgin Money Holdings (UK) plc
Katie Marshall
Company Secretary
Phone: +44 (0) 191 279 6482
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Virgin Money Holdings