TIDMBRK
RNS Number : 9241F
Brooks Macdonald Group PLC
31 October 2018
BROOKS MACDONALD GROUP PLC
(the "Company")
Result of Annual General Meeting ('AGM')
The Company's 2018 AGM was held today at 72 Welbeck Street,
London. All resolutions proposed at the meeting were passed on a
poll. The table below shows the total votes validly cast, being
those votes for or against each resolution. Total votes cast,
including votes withheld, were over 10,672,202 Ordinary Shares,
representing 77% of the Ordinary Shares in issue on 29 October
2018.
For Against Votes withheld
(see note (see note (see note
1) 1) 2)
--- ------------------------------- ----------- ------ ----------- ------ ---------------
Votes % Votes % Votes
--- ------------------------------- ----------- ------ ----------- ------ ---------------
Receipt of the Report
1 and Accounts 10,672,202 100 0 0 0
--- ------------------------------- ----------- ------ ----------- ------ ---------------
Declaration of a final
2 dividend 10,672,202 100 0 0 0
--- ------------------------------- ----------- ------ ----------- ------ ---------------
Approval of the report
of the Remuneration
3 Committee 10,421,107 97.65 250,735 2.35 360
--- ------------------------------- ----------- ------ ----------- ------ ---------------
Approval of the new
Long Term Incentive
4 Plan 6,261,460 58.67 4,410,713 41.33 29
--- ------------------------------- ----------- ------ ----------- ------ ---------------
Re-election of Christopher
Knight as a Director
5 of the Company 10,672,196 99.99 6 0.01 0
--- ------------------------------- ----------- ------ ----------- ------ ---------------
Re-election of Caroline
Connellan as a Director
6 of the Company 10,672,196 100 0 0 6
--- ------------------------------- ----------- ------ ----------- ------ ---------------
Re-election of Andrew
Shepherd as a Director
7 of the Company 10,672,202 100 0 0 0
--- ------------------------------- ----------- ------ ----------- ------ ---------------
Election of Ben Thorpe
as a Director of the
8 Company 10,672,202 100 0 0 0
--- ------------------------------- ----------- ------ ----------- ------ ---------------
Re-election of Nicholas
Holmes as a Director
9 of the Company 10,672,202 100 0 0 0
--- ------------------------------- ----------- ------ ----------- ------ ---------------
Re-election of Colin
Harris as a Director
10 of the Company 10,672,202 100 0 0 0
--- ------------------------------- ----------- ------ ----------- ------ ---------------
Re-election of Richard
Price as a Director
11 of the Company 10,672,196 99.99 6 0.01 0
--- ------------------------------- ----------- ------ ----------- ------ ---------------
Re-election of Diane
Seymour-Williams as
12 a Director of the Company 10,672,202 100 0 0 0
--- ------------------------------- ----------- ------ ----------- ------ ---------------
Election of David Stewart
as a Director of the
13 Company 10,672,196 99.99 6 0.01 0
--- ------------------------------- ----------- ------ ----------- ------ ---------------
Election of John Linwood
as a Director of the
14 Company 10,672,196 99.99 6 0.01 0
--- ------------------------------- ----------- ------ ----------- ------ ---------------
Reappointment and remuneration
15 of the Auditor 10,672,167 99.99 6 0.01 29
--- ------------------------------- ----------- ------ ----------- ------ ---------------
16 Electronic communications 10,671,813 99.99 360 0.01 29
--- ------------------------------- ----------- ------ ----------- ------ ---------------
17 Political donation 9,029,841 98.92 98,356 1.08 1,544,005
--- ------------------------------- ----------- ------ ----------- ------ ---------------
Authority to allot
18 new shares 10,672,173 100 0 0 29
--- ------------------------------- ----------- ------ ----------- ------ ---------------
Authority to disapply
19 pre-emption rights 10,357,582 97.06 314,231 2.94 389
--- ------------------------------- ----------- ------ ----------- ------ ---------------
Additional authority
to disapply pre-emption
20 rights 10,357,582 97.06 314,231 2.94 389
--- ------------------------------- ----------- ------ ----------- ------ ---------------
Authority to purchase
21 own share 9,128,551 99.99 6 0.01 1,543,645
--- ------------------------------- ----------- ------ ----------- ------ ---------------
Notice period for general
meetings other than
22 AGM 10,672,196 99.99 6 0.01 0
--- ------------------------------- ----------- ------ ----------- ------ ---------------
Notes
1. Votes "For" and "Against" are expressed as a percentage of
votes received. Any proxy appointments which gave the Chairman
discretion 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 votes "For" or "Against" a
resolution.
3. Resolutions 1 to 18 were ordinary resolutions and resolutions
19 to 22 were special resolutions.
4. The number of ordinary shares in issue at 30 October 2018 was 13,908,220.
The Board is pleased that all resolutions have been passed but
acknowledges that Resolution 4, relating to the introduction of a
new Long Term Incentive Plan, received a significant number of
votes against.
Based on the AGM vote and the Board's prior engagement with
shareholders, it is clear that most shareholders are supportive of
the new plan but some were concerned about the implications for
dilution. The new plan will keep dilution within the 15% limit
approved by shareholders in 2010. A large part of existing
dilution, approximately 5%, relates to the Company's employee Save
As You Earn scheme, which has a high level of participation.
Dilution relating to discretionary awards is explicitly capped at
10% over 10 years by the rules governing discretionary share
awards. Nevertheless, the Board recognises the concerns raised and
will continue to engage with shareholders and reflect on the
feedback received.
Enquiries to:
Brooks Macdonald Group plc www.brooksmacdonald.com
Caroline Connellan, Chief Executive 020 7499 6424
Ben Thorpe, Finance Director
Peel Hunt LLP (Nominated Adviser and Broker)
Guy Wiehahn / Adrian Haxby 020 7418 8900
MHP Communications
Reg Hoare / Simon Hockridge / Charlie Barker 020 3128 8540
Notes to editors
Brooks Macdonald Group plc, through its various subsidiaries,
provides leading investment management services in the UK and
internationally. The Group, which was founded in 1991 and began
trading on AIM in 2005, had discretionary funds under management
(FUM) of GBP12.8bn as at 30 September 2018.
Brooks Macdonald offers a range of investment management
services to private high net worth individuals, pension funds,
institutions, charities and trusts. The Group also provides
financial planning as well as offshore investment management and
acts as fund manager to regulated OEICs providing specialist funds
in the property and structured return sectors.
The Group has thirteen offices across the UK and the Channel
Islands including London, East Anglia, Hampshire, Leamington Spa,
Manchester, Taunton, Tunbridge Wells, York, Scotland, Wales,
Jersey, and Guernsey.
LEI: 213800WRDF8LB8MIEX37
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END
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