TIDMMER
RNS Number : 6935Q
Mears Group PLC
07 June 2018
7 June 2018
Mears Group PLC
("Mears")
Result of AGM
At the Annual General Meeting ("AGM") of Mears, held at
Carpenters' Hall, Throgmorton Avenue, London, EC2N 2JJ on 7 June
2018, all resolutions were duly passed on a poll.
The results of each resolution were as follows:
Resolution Votes For Votes Against Votes withheld Total votes Percentage
cast of issued
share capital
voted (%)
1: To receive and adopt
the Directors' and Auditor's
Reports and Audited Accounts
for the year ended 31 December
2017 82,327,633 383,044 374,000 82,710,677 79.82%
----------- -------------- --------------- ------------ ---------------
2 To approve the Remuneration
report 77,588,906 5,532,133 4,000 83,121,039 80.22%
----------- -------------- --------------- ------------ ---------------
3 To re-appoint Grant Thornton
UK LLP as auditor of the
Company 82,670,914 413,404 359 83,084,318 80.18%
----------- -------------- --------------- ------------ ---------------
4 To authorise the Directors
to fix the remuneration
of the auditor 83,079,493 2,184 3,000 83,081,677 80.18%
----------- -------------- --------------- ------------ ---------------
5 To approve a final dividend
of 8.55p per ordinary share 83,082,663 2,014 0 83,084,677 80.18%
----------- -------------- --------------- ------------ ---------------
6 To re-elect Bob Holt 44,061,456 23,960,765 15,102,818 68,022,221 65.64%
----------- -------------- --------------- ------------ ---------------
7 To re-elect David Miles 83,054,382 27,249 3,046 83,081,631 80.18%
----------- -------------- --------------- ------------ ---------------
8 To re-elect Andrew Smith 82,983,097 98,534 3,046 83,081,631 80.18%
----------- -------------- --------------- ------------ ---------------
9 To re-elect Alan Long 83,054,382 27,249 3,046 83,081,631 80.18%
----------- -------------- --------------- ------------ ---------------
10 To re-elect Geraint
Davies 82,702,947 378,684 3,046 83,081,631 80.18%
----------- -------------- --------------- ------------ ---------------
11 To re-elect Julia Unwin 82,962,509 119,122 3,046 83,081,631 80.18%
----------- -------------- --------------- ------------ ---------------
12 To re-elect Roy Irwin 83,079,447 2,184 3,046 83,081,631 80.18%
----------- -------------- --------------- ------------ ---------------
13 To re-elect Jason Burt 83,076,947 4,684 3,046 83,081,631 80.18%
----------- -------------- --------------- ------------ ---------------
14 To elect Elizabeth Corrado 83,061,447 2,184 21,046 83,063,631 80.16%
----------- -------------- --------------- ------------ ---------------
15 To elect Amanda Hillerby 83,036,382 27,249 21,046 83,063,631 80.16%
----------- -------------- --------------- ------------ ---------------
16 To authorise the Directors
to allot relevant securities
generally pursuant to Section
551 of the Companies Act
2006 in connection with
a rights issue, open offer
or other offer of securities 66,385,484 16,699,147 46 83,084,631 80.18%
----------- -------------- --------------- ------------ ---------------
17 To authorise the Directors
to allot relevant securities
generally pursuant to Section
570 of the Companies Act
2006 71,589,241 11,495,390 46 83,084,631 80.18%
----------- -------------- --------------- ------------ ---------------
18 To authorise the Directors
to allot relevant securities
generally pursuant to Section
570 of the Companies Act
2006 for the purpose of
financing an acquisition
or other capital investment 64,412,357 18,672,274 46 83,084,631 80.18%
----------- -------------- --------------- ------------ ---------------
19 To authorise the holding
of general meetings on
14 clear days' notice 72,713,056 10,371,575 46 83,084,631 80.18%
----------- -------------- --------------- ------------ ---------------
Notes:
(i) Votes 'For' include those votes giving the Chairman discretion.
(ii) The number of ordinary shares in issue on 7 June 2018 was
103,621,576. Shareholders are entitled to one vote per share.
(iii) A vote withheld is not a vote in law and is not counted in
the calculation of the proportion of votes validly cast.
Full details of the resolutions are set out in the Notice of
Annual General Meeting dated 4 May 2018 (which is available on the
Company's website at
https://investors.mearsgroup.co.uk/i/shareholders/meetings%20and%20voting/)
Resolutions 1 to 16 were ordinary resolutions, requiring more
than 50 per cent. of shareholders' votes to be cast in favour of
the resolutions. Resolutions 17 to 19 were special resolutions,
requiring at least 75 per cent. of shareholders' votes to be cast
in favour of the resolutions.
The Board notes the outcome of the shareholder vote on
Resolution 6 concerning the re-election of the Chairman, Bob Holt.
The Board has consulted with a number of shareholders to understand
the reasons behind their negative vote and will continue to engage
with shareholders on this matter.
Despite engagement with shareholders, the Board notes
significant votes against Resolution 16 (Issue of shares) and
Resolution 18 (Dis-application of pre-emption rights). These
Resolutions are consistent with the latest investor guidelines and
with the resolutions approved in previous years. The Company will
consult with shareholders voting against these resolutions to
understand their views in relation to the specific authorities
sought. The outcome of this exercise will be reported back to the
Board for further consideration and a summary of any decisions or
actions taken by the Board as a result will be included in the
explanatory materials accompanying the notice of annual general
meeting in 2019.
A copy of all the resolutions passed at the Annual General
Meeting has been submitted to the Financial Conduct Authority via
the National Storage Mechanism and will shortly be available for
inspection at http://www.morningstar.co.uk/uk/nsm.
For further information, contact:
Mears Group PLC
Andrew Smith, Finance Director Tel: +44(0)7712 866 461
www.mearsgroup.co.uk
Buchanan
Mark Court, Sophie Wills, Catriona Flint Tel: +44(0)20 7466
5000
mears@buchanan.uk.com
Notes for editors
Mears employs around 12,000 people and provides services in
every region of the UK. In partnership with our Housing clients, we
maintain, repair and upgrade the homes of hundreds of thousands of
people in communities from remote rural villages to large inner
city estates. Mears has extended its activities to provide broader
housing solutions to solve the challenge posed by the lack of
affordable housing. Our Care teams provide support to over 15,000
people a year, enabling older and disabled people to continue
living in their own homes.
We focus on long-term outcomes for people rather than short-term
solutions, and invest in innovations that make a positive impact on
people's quality of life and on their communities' social, economic
and environmental wellbeing.
This information is provided by RNS, the news service of the
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END
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