For Immediate Release 10 May 2019
MILLENNIUM & COPTHORNE HOTELS PLC
LEI: 2138003EQ104LZ1JNH19
Result of 2019 Annual General Meeting
Millennium & Copthorne Hotels plc (the "Company") announces that at its Annual General Meeting held today (Friday, 10 May 2019), all of the resolutions put to shareholders were duly passed on a poll. The poll results showing the number of votes received for and against each resolution are set out below. The total number of ordinary shares in issue is 324,793,808 and these carry voting rights of one vote per share.
The votes cast on resolutions 4, 5, 6, 7 and 11 relating to the election or re-election of the independent non-executive Directors, have been calculated separately. These resolutions were duly passed by a majority of votes cast by independent shareholders as well as by a majority of votes cast by all shareholders. The following table includes both the results of the votes cast by the independent shareholders (marked with an **) and the votes cast by all shareholders.
Full details of the resolutions passed, together with explanatory notes, are set out in the Notice of Annual General Meeting, available on the Company's website at https://investors.millenniumhotels.com
|
Resolution |
For/ Discretion |
% |
Against |
% |
Total |
Vote Withheld* |
|
1. To receive the audited accounts and the Auditor's and Directors' Reports for the year ended 31 December 2018 |
312,306,044
|
99.99
|
27,357
|
0.01
|
312,333,401
|
18,041
|
|
2. To approve the Directors' Remuneration Report for the year ended 31 December 2018 |
289,551,518
|
92.78
|
22,542,361
|
7.22
|
312,093,879
|
257,562
|
|
3. To declare a final dividend of 2.15 pence per ordinary share |
312,351,442
|
100.00
|
0
|
0.00 |
312,351,442
|
0 |
|
4. To Elect Paola Bergamaschi Broyd as a Director |
290,038,391 |
93.55 |
20,000,136
|
6.45
|
310,038,527
|
2,312,915
|
|
**78,288,904
|
79.65
|
20,000,136
|
20.35
|
98,289,040
|
2,312,915
|
|
|
5. To Re-elect Shaukat Aziz as a Director |
289,248,347
|
92.76
|
22,565,610
|
7.24
|
311,813,957
|
537,484
|
|
**77,498,860
|
77.45
|
22,565,610
|
22.55
|
100,064,470
|
537,484
|
|
|
6. To Re-elect Christian de Charnacé as a Director |
290,036,560
|
92.86
|
22,314,882
|
7.14
|
312,351,442
|
0
|
|
78,287,073
|
77.82
|
22,314,882
|
22.18
|
100,601,955
|
0 |
|
|
7. To Re-elect Daniel Desbaillets as a Director |
290,043,341
|
92.86
|
22,308,101
|
7.14
|
312,351,442
|
0 |
|
**78,293,854
|
77.83
|
22,308,101
|
22.17
|
100,601,955
|
0 |
|
|
8. To Re-elect Kwek Eik Sheng as a Director |
290,028,767
|
92.86
|
22,311,222
|
7.14
|
312,339,989
|
11,453
|
|
9. To Re-elect Kwek Leng Beng as a Director |
285,131,867
|
91.67
|
25,911,821
|
8.33
|
311,043,688
|
1,307,753
|
|
10. To Re-elect Kwek Leng Peck as a Director |
284,550,273
|
91.10
|
27,789,715
|
8.90
|
312,339,988
|
11,453
|
|
11. To Re-elect Martin Leitch as a Director |
289,120,049
|
92.56
|
23,231,392
|
7.44
|
312,351,441
|
0 |
|
**77,370,562
|
76.91
|
23,231,392
|
23.09
|
100,601,954
|
0 |
|
|
12. To Re-appoint KPMG LLP as auditor of the Company |
297,271,063
|
95.88
|
12,768,511
|
4.12
|
310,039,574
|
2,311,867
|
|
13. To authorise the Directors to determine the auditor's remuneration |
312,317,863
|
99.99
|
19,880
|
0.01
|
312,337,743
|
13,698
|
|
14. To renew the authority given in regard to pre-emption rights under the terms of the Co-operation Agreement with City Developments Limited |
78,037,454
|
79.39
|
20,262,255
|
20.61
|
98,299,709
|
214,051,732
|
|
15. To authorise the Company and its subsidiaries to make political donations and or/political expenditure |
288,099,922
|
92.31
|
24,013,312
|
7.69
|
312,113,234
|
238,207
|
|
16. To authorise the Directors to allot shares |
289,898,488
|
92.81
|
22,452,954
|
7.19
|
312,351,442
|
0 |
|
17. To empower the Directors to disapply pre-emption rights over certain issue of shares |
290,032,078
|
92.86 |
22,317,119
|
7.14 |
312,349,197
|
2,245
|
|
18. To empower the Directors to disapply pre-emption rights over certain issue of shares in connection with acquisitions or capital investments |
284,523,035
|
91.09
|
27,824,699
|
8.91
|
312,347,734
|
3,707
|
|
19.To authorise the Company to purchase its own shares |
309,409,661
|
99.06
|
2,940,318
|
0.94
|
312,349,979
|
1,462
|
|
20. To authorise general meetings, other than an annual general meeting, to be held on 14 clear days' notice |
311,773,046
|
99.82
|
576,151
|
0.18
|
312,349,197
|
2,245
|
* 'Vote Withheld' is not a vote in law and is not counted in the calculation of the proportion of the votes 'For' and 'Against' a resolution.
** Result of votes cast by independent shareholders.
In accordance with LR 9.6.2 of the UK Listing Authority, the Company has submitted to the National Storage Mechanism copies of all resolutions passed other than resolutions concerning ordinary business at its Annual General Meeting. This information will shortly be available for inspection at http://www.morningstar.co.uk/uk/NSM.
Statement by the Directors
The Board notes that resolutions 4, 5, 6, 7 and 11 were passed with the requisite majority of votes from shareholders and from independent shareholders, but acknowledges that there were a significant number of votes from independent shareholders opposing the election or re-election of the independent non-executive directors. The Board also notes that resolution 14, which simply reminds shareholders of certain pre-emption rights granted to the Company's controlling shareholder, City Developments Limited ("CDL"), under the Co-Operation Agreement between the Company and CDL, was passed as well, but that over 20% of votes were against this resolution.
In response to these voting results, the Board would like to inform the Company's shareholders that it takes their views seriously. While the directors engage with shareholders on a regular basis, the directors will seek to do so over the course of the coming weeks to understand shareholder concerns in respect of the above resolutions in particular as well as any other concerns they may have. The directors further would like to highlight that with the recent appointments of Paola Bergamaschi Broyd and Vicky Williams as directors of the Company, the Board is now comprised of six independent non-executive directors and three directors who are not considered to be independent as they are nominees of CDL. In accordance with the UK Corporate Governance Code, an update on this matter will be provided within six months of this announcement.
Enquiries:
Jonathon Grech, Group General Counsel and Company Secretary +44 (0)20 7872 2444
David Allchurch, Tulchan Communications LLP +44 (0)20 7353 4200
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
