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CAPITAL & COUNTIES PROPERTIES PLC - Resolutions passed at 2021 Annual General Meeting
2021/05/11 16:00:00Download PDF Stock report
Resolutions passed at 2021 Annual General Meeting Capital & Counties Properties PLC (Incorporated and registered in the United Kingdom and Wales with registration Number 07145041 and registered in South Africa as an external company with Registration Number 2010/003387/10) JSE code: CCO ISIN: GB00B62G9D36 LEI: 549300TTXXZ1SHUI0D54 11 May 2021 CAPITAL & COUNTIES PROPERTIES PLC (the “Company”) RESOLUTIONS PASSED AT 2021 ANNUAL GENERAL MEETING The results of the voting by poll on the resolutions put to the Company’s 2021 Annual General Meeting held on 11 May 2021 are as follows: Resolutions For: % Against: % Total votes % of Withheld: cast: issued share capital 1. To receive the accounts and reports of the Directors and 686,287,947 100.00% 1,409 0.00% 686,289,356 80.63% 724,463 the Auditors for the year ended 31 December 2020 2. To re-elect Henry Staunton 645,053,847 94.22% 39,552,392 5.78% 684,606,239 80.44% 1,407,580 as a Director 3. To re-elect Ian 661,847,376 96.37% 24,918,863 3.63% 686,766,239 80.69% 247,580 Hawksworth as a Director 4. To re-elect Situl 677,542,140 98.66% 9,224,099 1.34% 686,766,239 80.69% 247,580 Jobanputra as a Director 5. To re-elect Michelle 678,580,698 98.81% 8,185,541 1.19% 686,766,239 80.69% 247,580 McGrath as a Director 6. To re-elect Charlotte Boyle 680,869,131 99.14% 5,897,108 0.86% 686,766,239 80.69% 247,580 as a Director 7. To re-elect Jonathan Lane 668,836,416 97.39% 17,929,823 2.61% 686,766,239 80.69% 247,580 as a Director 8. To re-elect Anthony 681,922,804 99.29% 4,843,018 0.71% 686,765,822 80.69% 247,997 Steains as a Director 9. To re-appoint PricewaterhouseCoopers 613,511,097 89.33% 73,248,031 10.67% 686,759,128 80.69% 254,691 LLP as Auditors 10. To authorise the Audit Committee of the Board to 679,055,708 98.88% 7,712,043 1.12% 686,767,751 80.69% 246,068 determine the Auditors’ remuneration 11. To approve the Directors’ Remuneration Report for the year ended 31 641,795,381 94.12% 40,093,171 5.88% 681,888,552 80.12% 5,125,267 December 2020 (other than the Directors’ Remuneration Policy) 12. To authorise the Directors to allot the unissued share capital up to a specified 540,215,124 78.66% 146,544,172 21.34% 686,759,296 80.69% 254,523 amount (s.551) (Companies Act 2006) 13. Special Resolution: To disapply pre-emption provisions of s.561(1) of 566,118,795 82.43% 120,638,756 17.57% 686,757,551 80.69% 256,268 the Companies Act 2006 up to a specified amount 14. Special Resolution: To authorise the Company to 655,487,090 95.70% 29,483,872 4.30% 684,970,962 80.48% 2,042,859 purchase its own shares 15. Special Resolution: To allow General Meetings (other than AGMs) to be 638,371,962 92.95% 48,387,336 7.05% 686,759,298 80.69% 254,521 held on 14 clear days’ notice 16. Special Resolution: To adopt new Articles of Association of the Company in substitution 686,763,320 100.00% 3,588 0.00% 686,766,908 80.69% 246,911 for and to the exclusion of the Company’s existing Articles Notes: 1. Any proxy appointments which gave discretion to the Chairman have been included in the 'for' total. 2. A 'vote withheld' is not a vote in law and is not counted in the calculation of the proportion of the votes for or against a resolution. 3. Total voting rights of shares in issue: 851,119,601. Every shareholder has one vote for every ordinary share held. The Board notes that although resolution 12 was passed with the requisite majority, 21.34% of votes received were against the resolution. This voting outcome reflects differing market practice between the UK and South Africa, where shareholders usually approve more restricted levels of authority to issue shares, and prefer to vote on proposed allotments of shares on a case by case basis. The Company has consulted regularly with its larger international shareholders on this matter, however many institutions operate under policies that do not permit this level of authority to be supported, although a number of our shareholders do understand the Company's position. As a UK premium listed company, the Board considers it appropriate to seek authorities in line with the Investment Association's Share Capital Management Guidelines, to allow the Company to respond to market developments and to enable allotments to take place to finance business opportunities as they arise. The Board will continue to engage with our international shareholders on this topic, however as the voting outcome reflects the difficulty in balancing the expectations of different markets, it is likely that there will continue to be significant votes against this resolution. As announced on 15 February 2021, Jonathan Lane became Chairman of the Company’s Remuneration Committee at the conclusion of the Annual General Meeting. In accordance with paragraph 9.6.2 of the Listing Rules, copies of the resolutions passed at the meeting, other than resolutions concerning ordinary business, have been submitted to the National Storage Mechanism and will shortly be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism Enquiries: Ruth Pavey Company Secretary Telephone +44 20 3214 9170 JSE Sponsor UBS South Africa (Pty) Limited Date: 11-05-2021 04:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. 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