Top Movers

Company Announcements

Result of AGM

Related Companies

By LSE RNS

RNS Number : 5652F
esure Group plc
18 May 2017
 

18 May 2017

esure Group plc

 

Results of Annual General Meeting

Resolutions passed at Annual General Meeting

Wednesday 17 May 2017

 

esure Group plc (the "Company") announces the results of voting on the resolutions at its Annual General Meeting ("AGM") held on Wednesday 17 May 2017, as set out in the notice of Annual General Meeting.

 

A poll was held on each resolution and was passed by the required majority. Resolutions 1 to 17 as ordinary resolutions and resolutions 18 to 22 as special resolutions were passed and the results of the poll were as follows:

Resolution

Votes For

%

Votes Against

%

Total Votes

Votes Withheld*

1

To receive the Company's Annual Report and Accounts.

372,457,270

98.98

3,822,359

1.02

376,279,629

1,731,574

2

To approve the Annual Remuneration Report.

318,502,726

84.27

59,445,925

15.73

377,948,651

62,551

3

To declare a final dividend of 10.5 pence per share.

376,290,627

100.00

689

0.00

376,291,316

1,719,887

4

To reappoint María Dolores Dancausa as a Director of the Company.

Including controlling shareholder

 

375,627,065

99.99

30,568

0.01

375,657,633

2,353,570

 

 

 

Excluding controlling shareholder

 

247,017,410

99.99

30,568

0.01

247,047,978

2,353,570

5

To reappoint Shirley Garrood as a Director of the Company.

Including controlling shareholder

 

361,998,490

96.36

13,659,143

3.64

375,657,633

2,353,570

 

 

 

Excluding controlling shareholder

 

233,388,835

94.47

13,659,143

5.53

247,047,978

2,353,570

6

To reappoint Darren Ogden as a Director of the Company.

375,654,673

100.00

3,560

0.00

375,658,233

2,352,970

7

To reappoint Martin Pike as a Director of the Company.

Including controlling shareholder

 

341,363,756

90.46

36,014,363

9.54

377,378,119

633,083

 

 

 

Excluding controlling shareholder

 

212,754,101

85.52

36,014,363

14.48

248,768,464

633,083

8

To appoint Alan Rubenstein as a Director of the Company.

Including controlling shareholder

 

376,271,395

100.00

4,319

0.00

376,275,714

1,735,489

 

 

 

Excluding controlling shareholder

 

247,661,740

100.00

4,319

0.00

247,666,059

1,735,489

 

9

 

To reappoint Angela Seymour-Jackson as a Director of the Company.

 

Including controlling shareholder

 

366,398,143

 

 

 

 

97.53

 

 

 

 

9,260,090

 

 

 

 

2.47

 

 

 

 

375,658,233

 

 

 

 

2,352,970

 

 

 

Excluding controlling shareholder

 

237,788,488

96.25

9,260,090

3.75

247,048,578

2,352,970

10

To appoint Peter Shaw as a Director of the Company.

Including controlling shareholder

 

375,650,598

100.00

4,516

0.00

375,655,114

2,356,089

 

 

 

Excluding controlling shareholder

 

247,040,943

100.00

4,516

0.00

247,045,459

2,356,089

11

To reappoint Stuart Vann as a Director of the Company.

375,653,609

100.00

4,624

0.00

375,658,233

2,352,970

12

To reappoint Sir Peter Wood as a Director of the Company.

368,422,522

98.07

7,243,237

1.93

375,665,759

2,345,444

13

To reappoint KPMG LLP as auditors of the Company.

370,150,500

98.62

5,163,597

1.38

375,314,097

2,697,106

14

To authorise the directors to set the remuneration of the auditors.

376,257,216

99.99

28,543

0.01

376,285,759

1,725,444

15

To authorise the Company and its subsidiaries to make political donations.

375,422,087

99.77

867,547

0.23

376,289,634

1,721,569

16

To authorise the directors to allot shares.

375,673,018

99.84

612,828

0.16

376,285,846

1,725,357

17

To approve the waiver granted by the Panel under Rule 9 of The Takeover Code.

205,725,882

83.37

41,047,147

16.63

246,773,029

2,628,519

18

To give authority to the directors to disapply pre-emption rights.

375,460,967

99.78

819,389

0.22

376,280,356

1,730,847

19

To give additional authority to the directors to disapply pre-emption rights.

373,140,111

99.17

3,138,763

0.83

376,278,874

1,732,329

20

To authorise the Company to purchase its own shares.

370,721,858

98.52

5,568,147

1.48

376,290,005

1,721,198

21

To approve the Relevant Distributions.

168,320,063

99.66

572,420

0.34

168,892,483

2,739,115

22

To authorise the Company to call a general meeting other than an annual general meeting on not less than 14 clear days' notice.

372,642,248

99.03

3,641,170

0.97

376,283,418

1,727,784

 

As at the date of the AGM, the number of ordinary shares in issue, and therefore the total number of voting rights was 417,954,231

 

* 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.

 

Capitalised terms not defined in this announcement have the meaning given to them in the explanatory circular published by the Company in respect of the business proposed at the AGM (the "AGM Circular").

 

As noted in the AGM Circular, since Sir Peter Wood, and any concert party of Sir Peter Wood, are interested in the outcome of Resolution 17, Sir Peter Wood, and any concert party of Sir Peter Wood, were precluded from voting on Resolution 17.

 

As noted in the AGM Circular, the entry by the Company into each of the Directors' Deed of Release and the Shareholders' Deed of Release constitutes a related party transaction (as defined in the UKLA Listing Rules) of the Company as each Relevant Director and each Related Party Shareholder is a related party (as defined in the UKLA Listing Rules) of the Company for the purposes of the UKLA Listing Rules. As a result, the Relevant Distributions Resolution was required to be approved by the Shareholders who are not interested related parties. Accordingly, each Relevant Director, each Related Party Shareholder and each of their associates were precluded from voting on the Relevant Distributions Resolution.

 

Following the close of the AGM, and as described in the Circular, the Company has entered into the Directors' Deed of Release and the Shareholders' Deed of Release.

 

In accordance with Listing Rule 9.6.2, copies of all the resolutions passed, other than resolutions concerning ordinary business, will be submitted to the National Storage Mechanism and be available for inspection at: http://www.morningstar.co.uk/uk/NSM.

 

Enquiries:

 

Alice Rivers

 Company Secretary

Telephone: 01737 235504

 

esure Group plc is listed on the London Stock Exchange (ESUR)

Registered Office: The Observatory, Reigate, Surrey RH2 0SG

Registered in England and Wales with registered number: 7064312

LEI: 213800KOI3F5LM54PT8

ISIN: GB00B8KJH563


This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
RAGGGUBGAUPMGGR

Top of Page