7th Jun 2018 18:00
AA plc (the "Company")
Results of 2018 Annual General Meeting
The Company announces that:
(1) In accordance with Listing Rule 9.6.3(1) R and 9.6.18 R, copies of the resolutions (other than those resolutions comprising ordinary business) passed by the Company at its Annual General Meeting ("AGM") held on 7 June 2018 have been submitted to the National Storage Mechanism and are available for inspection at www.hemscott.com/nsm.do;
(2) All the resolutions put to the Company's AGM, with exception of Resolution 17, were passed on a show of hands. Rather than withdraw Resolution 17, to reflect good governance that resolution was voted down on a show of hands, reflecting shareholder proxy votes.
Details of the proxy voting instructions lodged for each resolution are set out below.
Resolution | Proxy Votes For (incl. Chairman's discretion) |
% |
Proxy Votes Against |
% | Total Proxy Votes Cast (excluding votes withheld) |
Proxy Votes Withheld* | |
ORDINARY BUSINESS | |||||||
ORDINARY RESOLUTIONS | |||||||
1. | Report and Accounts | 429,269,777 | 99.99 | 40,845 | 0.01 | 429,313,622 | 1,131,534 |
2. | Directors' Remuneration Report | 355,967,695 | 82.70 | 74,471,868 | 17.30 | 430,442,563 | 2,593 |
3. | Remuneration Policy | 328,112,738 | 76.23 | 102,326,671 | 23.77 | 430,442,409 | 2,746 |
4. | Final Dividend
| 416,439,437 | 96.75 | 14,002,720 | 3.25 | 430,445,157 | 0 |
5. | Elect Cathryn Riley | 371,148,934 | 99.91 | 328,528 | 0.09 | 371,480,462 | 58,964,695 |
6. | Re-elect John Leach | 369,973,091 | 99.59 | 1,504,524 | 0.41 | 371,480,615 | 58,964,542 |
7. | Re-elect Simon Breakwell | 370,733,927 | 99.80 | 743,688 | 0.20 | 371,480,615 | 58,964,542 |
8.
| Re-elect Martin Clarke | 365,249,813 | 98.32 | 6,227,802 | 1.68 | 371,480,615 | 58,964,542 |
9.
| Re-elect Andrew Blowers | 370,594,485 | 99.76 | 883,130 | 0.24 | 371,480,615 | 58,964,542 |
10. | Re-elect Suzi Williams | 370,596,884 | 99.76 | 880,731 | 0.24 | 371,480,615 | 58,964,542 |
11. | Appointment of the Auditor | 426,163,888 | 99.99 | 20,868 | 0.00 | 426,187,756 | 4,257,401 |
12. | Remuneration of the Auditor | 430,430,213 | 100 | 11,944 | 0.00 | 430,445,157 | 0 |
13. | Political Donations | 416,532,892 | 96.77 | 13,906,666 | 3.23 | 430,442,558 | 2,599 |
14. | Authority to Allot Shares | 412,718,036 | 95.88 | 17,718,621 | 4.12 | 430,439,657 | 5,500 |
15. | Authority to Allot further Shares | 309,339,454 | 71.87 | 121,102,050 | 28.13 | 430,444,504 | 653 |
SPECIAL RESOLUTIONS | |||||||
16. | Disapplication of Pre-emption Rights | 358,830,919 | 83.36 | 71,603,161 | 16.63 | 430,437,080 | 8,076 |
17. | Further Disapplication of Pre-emption Rights | 271,062,898 | 62.97 | 159,376,259 | 37.03 | 430,442,157 | 3,000 |
18. | Authority to Purchase own Shares | 428,911,607 | 99.66 | 1,450,308 | 0.34 | 430,364,915 | 80,241 |
19. | Reduced Notice for General Meetings (other than Annual General Meetings) | 423,298,886 | 98.34 | 7,143,271 | 1.66 | 430,445,157 | 0 |
20. | Revised Articles of Association | 430,234,167 | 100 | 10,550 | 0.00 | 430,247,717 | 197,440 |
* A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes for or against a resolution.
The issued share capital as at 7 June 2018 was 611,660,018. The total number of proxy votes cast was 430,445,157 which represents 70.37% of the issued share capital of the Company.
The Company has considered the results of the AGM today and notes the level of votes cast against the directors' remuneration policy, authority to allot shares and disapplication of pre-emption rights.
Further consultation with shareholders is planned in the Autumn in relation to the performance criteria for the PSP awards.
The Company intends to continue to split the resolutions in relation to the authority to allot shares at future meetings to allow shareholders to fully express their views. The Company will also consider the format of the resolution to disapply pre-emption rights and whether it is appropriate in future years to put this resolution to shareholders.
John Leach, our Chairman, said: "We have listened to our shareholders and we understand their concerns. We are committed to working with shareholders to address the issues raised going forward".
AA plc
Martin Clarke
Company Secretary
Further enquiries
Investor Relations 0207 395 7301
Zeeshan Maqbool
Media (Finsbury) 0207 251 3801
Jenny Davey
Philip Walters
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