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SHAFTESBURY CAPITAL PLC - Resolutions passed at 2024 annual general meeting

2024/05/23 17:45:00

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                    Resolutions passed at 2024 annual general meeting

SHAFTESBURY CAPITAL PLC
(Incorporated and registered in the United Kingdom
with Registration Number 07145051 and
registered in South Africa as an external company
with Registration Number 2010/003387/10)
JSE code: SHC ISIN: GB00B62G9D36
LEI: 549300TTXXZ1SHUI0D54
(the 'Company' or 'Shaftesbury Capital')


RESOLUTIONS PASSED AT 2024 ANNUAL GENERAL MEETING


The results of the voting by poll on the resolutions put to the Company's 2024 Annual General Meeting held on 23 May
2024 are as follows:

                                                                                Total votes       % of
                                                                                       cast     issued
                                                                                 (excluding      share
Resolutions                       For:         %        Against:         %       withheld):    capital       Withheld:

1. To receive the        1,487,780,241     99.98         250,810      0.02    1,488,031,051     76.19%       9,271,911
   accounts and
   reports of the
   Directors and the
   Auditors for the
   year ended 31
   December 2023
2. To declare a final    1,488,520,869     99.68       4,740,633      0.32    1,493,261,502     76.45%       4,041,460
   cash dividend for
   the year ended
   31 December
   2023 of 1.65
   pence per
   ordinary share.
3. To approve the        1,429,850,274     97.06      43,345,551      2.94    1,473,195,825     75.43%      24,106,616
   Directors'
   Remuneration
   Report for the
   year ended 31
   December 2023
   (other than the
   Directors'
   Remuneration
   Policy)
4. To re-elect           1,332,861,025     89.88     150,003,822     10.12    1,482,864,847     75.92%      14,438,115
   Jonathan Nicholls
   as a Director
5. To re-elect Ian       1,465,609,547     98.84      17,229,798      1.16    1,482,839,345     75.92%      14,463,617
   Hawksworth as a
   Director
6. To re-elect Situl     1,465,505,275     98.83      17,333,653      1.17    1,482,838,928     75.92%      14,464,034
   Jobanputra as a
   Director
7. To re-elect           1,414,635,986     95.41      67,997,421      4.59    1,482,633,407     75.91%      14,669,555
    Richard Akers as
    a Director
8. To re-elect Ruth      1,431,295,956     96.54      51,312,454      3.46    1,482,608,410     75.91%      14,694,552
    Anderson as a
    Director
9. To re-elect           1,464,563,647     99.08      13,599,663      0.92    1,478,163,310     75.68%      19,139,652
    Charlotte Boyle
    as a Director
10. To re-appoint        1,399,289,829     93.73      93,662,489      6.27    1,492,952,318     76.44%       4,350,644
    Pricewaterhouse
    Coopers LLP as
    Auditors
11. To authorise the     1,480,845,319     99.19      12,131,431      0.81    1,492,976,750     76.44%       4,325,691
    Audit Committee
    of the Board to
    determine the
    Auditor's
    remuneration
12. To authorise the     1,339,842,713     90.64     138,348,029      9.36    1,478,190,742     75.68%      19,112,220
    Directors to allot
    the unissued
    share capital up
    to a specified
    amount (s.551)
    (Companies Act
    2006)
13. Special              1,382,288,007     93.23     100,347,486      6.77    1,482,635,493     75.91%      14,667,469
    Resolution: To
    disapply pre-
    emption
    provisions of
    s.561(1) of the
    Companies Act
    2006 up to the
    extent specified
14. Special              1,334,529,883     90.57     139,024,304      9.43    1,473,554,187     75.44%      23,748,775
    Resolution: To
    disapply pre-
    emption
    provisions of
    s.561(1) of the
    Companies Act
    2006 up to the
    additional extent
    specified
15. Special              1,486,846,038     99.70       4,531,546      0.30    1,491,377,584     76.36%       5,925,378
    Resolution: To
    authorise the
    Company to
    purchase its own
    shares
16. Special              1,412,689,571     95.27      70,136,454      4.73    1,482,826,025     75.92%      14,476,937
    Resolution: To
    allow General
    Meetings (other
    than AGMs) to be
    held on 14 clear
    days' notice

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.    The total issued share capital and total number of voting rights is: 1,953,170,495 ordinary shares. Every
      shareholder has one vote for every ordinary share held. This figure includes 128,350,796 ordinary shares in
      issue, held as security by a group entity under the terms of the £275 million exchangeable bond which will not
      vote whilst held by a group entity. On average 75.97% (1,483,809,358 ordinary shares) of the total number of
      voting rights voted. The percentage of shares voted, once the 128,350,796 ordinary shares held as security by a
      group entity under the terms of the £275 million exchangeable bond have been excluded was approximately
      81.31%.

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, will be submitted to the National Storage Mechanism and will shortly be
available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism
Enquiries:

Desna Martin
Group Company Secretary
Telephone: +44 20 3214 9155

23 May 2024


Sponsor
Java Capital

Date: 23-05-2024 05:45:00
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