Result of AGM
Updated : 18:14
4 June 2019
Arrow Global Group Plc
Result of Voting at 2019 Annual General Meeting
(the "Company")
The Company announces that all resolutions were passed by the requisite majorities on a poll at the Company's Annual General Meeting held on Tuesday, 4 June 2019. The results of the poll, incorporating proxy votes lodged in advance of the meeting, are set below and will be published on the Company's website www.arrowglobalir.net. The full text of the resolutions is set out in the Notice of Meeting dated 22 March 2019, which is also available at www.arrowglobalir.net.
In accordance with Listing Rule 9.6.2, a copy of the resolutions passed as special business (resolutions 12 to 17 inclusive) have been submitted to the National Storage Mechanism and will be available for inspection at www.morningstar.co.uk/uk/NSM.
Resolution | Votes For | % Votes For 1 | Votes Against | % Votes Against 1 | Total Votes Validly Cast | % of Issued Share Capital Voted 1,2 | Votes Withheld 3 |
1 To receive the annual report and accounts for the year ended 31 December 2018 | 150,969,409 | 99.98 | 23,778 | 0.02 | 150,993,187 | 85.38% | 84,972 |
2 To approve the directors' remuneration report for the year ended 31 December 2018 (other than the part containing the directors' remuneration policy)
| 101,448,634 | 73.86 | 35,897,086 | 26.14 | 137,345,720 | 77.66% | 13,732,439 |
3 To declare a final dividend of 8.7p per ordinary share for the year ended 31 December 2018
| 151,061,160 | 99.99 | 17,000 | 0.01 | 151,078,160 | 85.42% | 0 |
4 To re-elect Jonathan Bloomer as a director | 148,157,267 | 98.07 | 2,915,892 | 1.93 | 151,073,159 | 85.42% | 5,000 |
5 To re-elect Lee Rochford as a director | 151,041,168 | 99.98 | 33,492 | 0.02 | 151,074,660 | 85.42% | 3,500 |
6 To re-elect Paul Cooper as a director | 151,017,180 | 99.96 | 55,980 | 0.04 | 151,073,160 | 85.42% | 5,000 |
7 To re-elect Lan Tu as a director | 139,154,525 | 92.11 | 11,918,634 | 7.89 | 151,073,159 | 85.42% | 5,000 |
8 To re-elect Maria Luís Albuquerque as a director | 151,005,389 | 99.95 | 72,771 | 0.05 | 151,078,160 | 85.42% | 0 |
9 To re-elect Andrew Fisher as a director | 148,173,524 | 98.08 | 2,899,636 | 1.92 | 151,073,160 | 85.42% | 5,000 |
10 To re-appoint KPMG LLP as auditor of the Company | 151,034,100 | 99.97 | 40,043 | 0.03 | 151,074,143 | 85.42% | 4,016 |
11 To authorise the directors to agree the auditor's remuneration | 151,052,936 | 99.98 | 23,723 | 0.02 | 151,076,659 | 85.42% | 1,500 |
12 To authorise the Company to make political donations | 149,907,929 | 99.23 | 1,166,731 | 0.77 | 151,074,660 | 85.42% | 3,500 |
13 To authorise the directors to allot shares up to specific limits | 150,330,350 | 99.51 | 744,310 | 0.49 | 151,074,660 | 85.42% | 3,500 |
14 To disapply statutory pre-emption rights (up to the customary 5% limit) 4 | 149,938,724 | 99.25 | 1,135,936 | 0.75 | 151,074,660 | 85.42% | 3,500 |
15 To disapply statutory pre-emption rights (up to the enhanced 5% limit) 4 | 149,916,310 | 99.23 | 1,158,349 | 0.77 | 151,074,659 | 85.42% | 3,500 |
16 To authorise the Company to purchase its own shares 4 | 151,050,416 | 99.99 | 20,440 | 0.01 | 151,070,856 | 85.42% | 7,303 |
17 To authorise a general meeting (other than an annual general meeting) to be held on 14 clear days' notice 4
| 150,547,053 | 99.65 | 531,107 | 0.35 | 151,078,160 | 85.42% | 0 |
Notes:
1. Percentages are rounded to two decimal places.
2. The number of ordinary shares in issue at 6.00pm on 3 June 2019 was 176,858,244.
3. A vote withheld is not a vote in law and is not counted in the calculation of the percentage votes for or against a resolution.
4. Special resolution requiring a 75% majority.
Statement from the Company:
In relation to the advisory vote on Resolution 2, the Board recognises that, while the majority of our shareholders were supportive, a number of our shareholders opposed the resolution.
We are naturally disappointed that we didn't receive a higher level of support. The views of all shareholders are very important to us and we have a regular dialogue with our shareholders throughout the year. We did consult with our largest institutional shareholders and investor bodies (ISS and IA) on the proposed changes to the long term performance measures and our proposed approach to executive pay for 2019; however, it is clear that for a number of shareholders some concerns remained. The Remuneration Committee will continue to engage constructively with shareholders over the coming months to fully understand the rationale for the voting outcome on this resolution. In conjunction with this, the Committee will also review the disclosures in our Remuneration Report and some detail elements of our compensation structure during the year.
In accordance with the UK Corporate Governance Code, we will publish an update on that engagement within six months of the AGM. We expect to seek shareholder approval for a new Directors' Remuneration Policy at our AGM in 2021 in line with the normal cycle for renewal.
ENQUIRIES
Stewart Hamilton (Company Secretary) +44 (0) 161 242 5861
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