11th Sep 2012 12:27
Betfair Group plc (the "Company")
Result of Annual General Meeting
Betfair Group plc announces that the following resolutions were approved at the Company's Annual General Meeting on 11 September 2012 held at Thomas Lord Suite, Lord's Cricket Ground, St John's Wood, London NW8 8QN at 11am. All Board Directors, except for Ian Dyson, were in attendance.
Each of the resolutions were voted on by way of a poll and the results of each resolution are shown below. All Resolutions were duly approved.
Resolutions | For1 | Against | Number of votes witheld2 | Total Capital Instructed | ||
No. of shares1 | % | No. of shares | % | No. of shares | No. of shares | |
1. Receipt of Annual Report and financial statements for the year ended 30 April 2012 | 74,623,475 | 99.89 | 83,200 | 0.11 | 174,111 | 74,706,675 |
2. Approval of remuneration report | 68,023,769 | 90.84 | 6,855,628 | 9.16 | 1,389 | 74,879,397 |
3. Declaration of final dividend of 7.0 pence | 74,879,397 | 100.00 | 0 | 0.00 | 1,389 | 74,879,397 |
4. Election of Gerald Corbett as director | 74,710,249 | 99.93 | 50,136 | 0.07 | 120,401 | 74,760,385 |
5. Election of Breon Corcoran as director | 74,628,192 | 99.93 | 50,689 | 0.07 | 201,905 | 74,678,881 |
6.Re-election of Stephen Morana as director | 74,828,146 | 99.93 | 50,318 | 0.07 | 1,979 | 74,878,464 |
7.Re-election of Mike McTighe as director | 67,740,716 | 90.61 | 7,019,669 | 9.39 | 120,401 | 74,760,385 |
8. Re-election of Ian Dyson as director | 74,550,292 | 99.86 | 101,911 | 0.14 | 228,583 | 74,652,203 |
9. Re-election of Josh Hannah as director | 72,274,940 | 96.88 | 2,329,812 | 3.12 | 276,034 | 74,604,752 |
10. Re-election of Fru Hazlitt as director | 68,115,907 | 91.11 | 6,644,478 | 8.89 | 120,401 | 74,760,385 |
11. Re-election of Baroness Denise Kingsmill as director | 68,069,513 | 91.05 | 6,690,872 | 8.95 | 120,058 | 74,760,385 |
12. Re-appointment of Auditors | 74,701,147 | 99.87 | 97,584 | 0.13 | 82,055 | 74,798,731 |
13. Auditors' Remuneration | 74,781,367 | 99.87 | 98,030 | 0.13 | 1,389 | 74,879,397 |
14. Authority to allot equity securities | 69,256,856 | 92.50 | 5,613,074 | 7.50 | 10,513 | 74,869,930 |
15. Disapplication of Pre-Emption Rights*** | 68,172,046 | 91.04 | 6,708,532 | 8.96 | 208 | 74,880,578 |
16. Authority to Purchase Own Shares*** | 74,879,397 | 100.00 | 1,181 | 0.00 | 208 | 74,880,578 |
17. Political Donations | 52,787,094 | 70.50 | 22,089,349 | 29.50 | 4,343 | 74,876,443 |
18. Notice of Meetings*** | 74,371,948 | 99.32 | 507,106 | 0.68 | 1,732 | 74,879,054 |
19. Approval of Deferred Incentive Plan | 74,658,783 | 99.97 | 21,869 | 0.03 | 200,134 | 74,680,652 |
20. Approval of amendments to 2009 Long Term Incentive Plan | 74,574,550 | 99.59 | 306,028 | 0.41 | 208 | 74,880,578 |
NOTES:
1The "For" vote includes those giving the Chairman discretion.
2A vote "withheld" is not a vote in law and is not counted in the calculation of the votes "For" or "Against" the resolution.
3Votes "For" and "Against" are expressed as a percentage of votes received.
4Voting was conducted by poll.
5The number of shares in issue at 6pm on Friday 7 September 2012 was 102,457,057 of voting capital was instructed.
*** Denotes Special Resolutions
The full text of the resolutions can be found in the Notice of Annual of General Meeting, which is available for inspection at the National Storage Mechanism http://www.hemscott.com/nsm.do and also on the Company's website at http://corporatebetfair.com/
A copy of the resolutions passed under special business (as defined by the listing rules of the UK Listing Authority) will shortly be submitted to the National Storage Mechanism for inspection at http://www.hemscott.com/nsm.do and are detailed below.
Special Business
15. That, subject to the passing of Resolution 14 and in place of all existing powers, the Board be generally empowered pursuant to section 570 and section 573 of the 2006 Act to allot equity securities (as defined in the 2006 Act) for cash pursuant to the authority conferred by Resolution 14 as if section 561(1) of the 2006 Act did not apply to
the allotment. This power:
(a) expires (unless previous renewed, varied or revoked by the Company in general meeting) at the end of the next annual general meeting of the Company after the date on which this resolution is passed, but the Company may make an offer or agreement which would or might require equity securities to be allotted after expiry of this power and the Board may allot equity securities in pursuance of that offer or agreement as if this power had not expired; and
(b) shall be limited to the allotment of equity securities in connection with an offer of equity securities (but in the case of the authority granted under Resolution 14(a) (i) (B), by way of a rights issue only):
(i) to the ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
(ii) to people who hold other equity securities, if this is required by the rights of those securities or, if the Board considers it necessary, as permitted by the rights of those securities,
and so that the Board may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter; and
(c) in the case of the authority granted under Resolution 14(a) (i) (A), shall be limited to the allotment of equity securities for cash otherwise than pursuant to paragraph (b) up to an aggregate nominal amount of £5,119.07.
This power applies in relation to a sale of shares which is an allotment of equity securities by virtue of section 560(3) of the 2006 Act as if in the first paragraph of this Resolution the words "pursuant to the authority conferred by Resolution" were omitted.
16. The Company be and is hereby generally and unconditionally authorised to make market purchases (within the meaning of section 693(4) of the 2006 Act) of its ordinary shares, subject to the following conditions:
(a) the maximum number of ordinary shares authorised to be purchased is 10,238,142;
(b) the minimum price (exclusive of expenses) which may be paid for an ordinary share is 0.1 pence; and
(c) the maximum price (exclusive of expenses) which may be paid for each ordinary share is the higher of: (i) an amount equal to 105 per cent of the average of the middle market quotations of an ordinary share of the Company as derived from the London
Stock Exchange Daily Official List for the five business days immediately preceding the day on which the ordinary share is contracted to be purchased; and (ii) an amount equal to the higher of the price of the last independent trade of an ordinary share and the highest current independent bid for an ordinary share as derived from the London Stock Exchange Trading System;
(d) this authority shall expire at the close of the annual general meeting of the Company held in 2013 or 18 months from the date of this resolution (whichever is earlier); and
(e) a contract to purchase shares under this authority may be made before the expiry of this authority, and concluded in whole or in part after the expiry of this authority.
18. That any general meeting of the Company (other than an annual general meeting) may be called on not less than 14 clear days' notice.
19. That the rules of the Betfair Group Deferred Share Incentive Plan (the "DSIP") produced in draft to this meeting and, for the purposes of identification, initialed by the Chairman, be approved and the Directors be authorised to:
(a) make such modifications to the DSIP as they may consider appropriate to take account of best practice and for the implementation of the DSIP and to adopt the DSIP as so modified and to do all such other acts and things as they may consider appropriate to implement the DSIP; and
(b) establish further plans based on the DSIP but modified to take account of local tax, exchange control or securities laws in overseas territories, provided that any shares made available under such further plans are treated as counting against the limits on individual or overall participation in the DSIP.
20. That the proposed amendments to the rules of the Betfair 2009 Long Term Incentive Plan as set out in the draft produced to the meeting, and which is initialed by the Chairman for the purposes of identification, be approved and the Directors be and are hereby authorised to make the proposed amendments.
MARTIN CRUDDACE
Company Secretary
11 September 2012
Related Shares:
BET.L