Novae Group PLC Novae Group Plc : Results Of Annual General Meeting
11 May 2016 - 8:55PM
UK Regulatory
TIDMNVA
11 May 2016
NOVAE GROUP PLC
RESULTS OF ANNUAL GENERAL MEETING
Results of Annual General Meeting
The Annual General Meeting of Novae Group plc was held on 11 May 2016 at
10.00 a.m.
All of the resolutions were passed on a show of hands with resolutions 1
to 15 being passed as ordinary resolutions and resolutions 16 to 18
being passed as special resolutions. In accordance with Listing Rule
9.6.2R a copy of the resolutions passed at the meeting (other than
resolutions concerning ordinary business) will be forwarded to the
National Storage Mechanism and will be available for inspection at:
www.Hemscott.com/nsm.do.
The proxy votes lodged in advance of the meeting are set out below:
% For + Votes
Resolution For Discretion Discretion Against % Against Withheld
Annual Report
1. & Accounts 47,986,322 5,684 100.00 248 0.00 93,426
Directors'
Remuneration
1. Report 28,896,159 10,134 67.97 13,620,335 32.03 5,558,944
Approval of
final
1. dividend 48,079,966 5,684 100.00 30 0.00 0
Approval of
special
1. dividend 48,079,756 5,684 100.00 240 0.00 0
To elect LJ
Dowley as a
1. director 48,034,497 5,826 99.91 44,701 0.09 656
To elect DA
Torrance as a
1. director 48,034,497 5,826 99.91 44,701 0.09 656
To re-elect LP
Adams as a
1. director 47,796,659 5,826 99.41 282,539 0.59 656
To re-elect MK
Fosh as a
1. director 47,761,764 5,826 99.34 317,434 0.66 656
To re-elect CA
Fry as a
1. director 48,050,448 5,826 99.94 27,992 0.06 656
To re-elect JP
Hastings-Bass
as a
1. director 47,802,565 6,036 99.43 276,423 0.57 656
To re-elect MC
Phibbs as a
1. director 47,796,449 6,036 99.41 282,539 0.59 656
Appoint
1. Auditors 48,032,553 5,958 99.90 47,081 0.10 88
Auditors'
1. remuneration 47,972,814 5,958 99.78 106,157 0.22 751
Share
Incentive
Plan Trust
Deed and
1. Rules 48,062,574 5,781 99.97 14,468 0.03 2,857
Allotment of
shares under
1. s551 CA 2006 45,564,773 5,958 99.75 114,139 0.25 2,400,810
To disapply
pre-emption
1. rights 45,667,097 6,070 99.98 9,044 0.02 2,403,469
Market
purchases of
own shares
1. (*) 47,788,794 5,312 99.41 285,401 0.59 6,173
Notice for
general
1. meetings (*) 46,078,029 5,958 95.84 1,998,824 4.16 2,869
(*) Special Resolution
As at 11 May 2016 there were 64,425,640 Ordinary shares of GBP1.125 each
in issue.
The Board is mindful of the shareholders who voted against the 2015
Annual Report on Remuneration (Resolution 2 - Directors' Remuneration
Report). In March this year, the CEO engaged with Novae's major
shareholders to discuss proposals in relation to LTIP awards in 2016.
The Chairman of the Remuneration Committee subsequently wrote to key
shareholders to confirm the Committee's decisions. During consultation,
major shareholders were generally supportive of the proposals and the
Committee took comfort that the proposed approach was consistent with
the approved Remuneration Policy.
The Novae Remuneration Committee has a clear commitment to governance
and shareholder engagement. Over the coming weeks, the Committee will
analyse the voting outcome in detail and will contact individual
shareholders to more fully understand their perspectives, as
appropriate. In the meantime, the Chairman of the Committee welcomes
the opportunity to discuss the outcome of the vote and remuneration
matters generally with any shareholder who wishes to do so.
Board Committee Membership Change
Pursuant to Listing Rule 9.6.11, Novae Group plc announces that Mary
Phibbs, a Non-Executive Director and Chairman of the Audit Committee,
has joined the Risk Committee with effect from 11 May 2016.
Enquiries:
Alex Moon - Novae Group plc 020 7050 9000
This announcement is distributed by NASDAQ OMX Corporate Solutions on
behalf of NASDAQ OMX Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the information
contained therein.
Source: Novae Group plc via Globenewswire
HUG#2011718
http://www.novae.com/home.aspx
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May 11, 2016 06:55 ET (10:55 GMT)
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