Avast plc
(the "Company")
Avast plc - Results of AGM
23 May 2019
Following the annual general meeting of the Company held today (the "AGM"), the Company announces the results of the poll vote for each resolution (as set out in full in the notice of the AGM (the "Notice of AGM")). Resolutions 1 - 21 (inclusive) were proposed as ordinary resolutions, whereas resolutions 22 - 25 (inclusive) were proposed as special resolutions:
|
NO. |
RESOLUTION |
VOTES FOR |
% |
VOTES AGAINST |
% |
VOTES TOTAL |
% of ISC VOTED |
VOTES WITHELD |
|
1. |
To receive the annual accounts, the report of the directors, together with the reports of the auditors thereon |
831,201,087 |
100.00 |
265 |
0.00 |
831,201,352 |
85.40% |
318,199 |
|
2. |
To approve the directors' remuneration report |
707,039,929 |
85.36 |
121,297,987 |
14.64 |
828,337,916 |
85.11% |
3,181,635 |
|
3. |
To approve the directors' remuneration policy |
787,114,401 |
94.66 |
44,405,150 |
5.34 |
831,519,551 |
85.43% |
0 |
|
4. |
To declare a final dividend of 8.6 US cents per ordinary share |
831,519,286 |
100.00 |
265 |
0.00 |
831,519,551 |
85.43% |
0 |
|
5. |
To elect John Schwarz as a director |
797,114,050 |
95.86 |
34,405,501 |
4.14 |
831,519,551 |
85.43% |
0 |
|
6. |
To elect Erwin Gunst as a director |
815,138,614 |
98.21 |
14,852,884 |
1.79 |
829,991,498 |
85.28% |
1,528,053 |
|
7. |
To elect Ulf Claesson as a director |
807,865,363 |
97.44 |
21,234,076 |
2.56 |
829,099,439 |
85.19% |
2,420,112 |
|
8. |
To elect Warren Finegold as a director |
800,289,627 |
96.42 |
29,701,871 |
3.58 |
829,991,498 |
85.28% |
1,528,053 |
|
9. |
To elect Belinda Richards as a director |
820,629,107 |
98.69 |
10,890,444 |
1.31 |
831,519,551 |
85.43% |
0 |
|
10. |
To elect Vincent Steckler as a director |
814,843,224 |
97.99 |
16,676,327 |
2.01 |
831,519,551 |
85.43% |
0 |
|
11. |
To elect Philip Marshall as a director |
809,715,442 |
97.38 |
21,804,109 |
2.62 |
831,519,551 |
85.43% |
0 |
|
12. |
To elect Ondrej Vlcek as a director |
811,639,220 |
97.98 |
16,701,092 |
2.02 |
828,340,312 |
85.11% |
3,179,239 |
|
13. |
To elect Eduard Kučera as a director |
808,936,121 |
97.28 |
22,583,430 |
2.72 |
831,519,551 |
85.43% |
0 |
|
14. |
To elect Pavel Baudiš as a director |
810,301,121 |
97.45 |
21,218,430 |
2.55 |
831,519,551 |
85.43% |
0 |
|
15. |
To elect Lorne Somerville as a director |
787,308,148 |
94.68 |
44,211,403 |
5.32 |
831,519,551 |
85.43% |
0 |
|
16. |
To elect Maggie Chan Jones as a director |
827,602,185 |
99.53 |
3,917,366 |
0.47 |
831,519,551 |
85.43% |
0 |
|
17. |
To elect Tamara Minick-Scokalo as a director |
831,102,185 |
99.95 |
417,366 |
0.05 |
831,519,551 |
85.43% |
0 |
|
18. |
To appoint Ernst & Young LLP as auditor |
815,498,195 |
98.07 |
16,021,356 |
1.93 |
831,519,551 |
85.43% |
0 |
|
19. |
To authorise the directors to set the auditor's remuneration |
828,633,409 |
99.65 |
2,886,142 |
0.35 |
831,519,551 |
85.43% |
0 |
|
20. |
To authorise the Company to make "political donations" and incur "political expenditure |
828,106,922 |
99.61 |
3,246,302 |
0.39 |
831,353,224 |
85.42% |
166,327 |
|
21. |
To authorise the directors to allot shares |
807,801,567 |
97.15 |
23,717,984 |
2.85 |
831,519,551 |
85.43% |
0 |
|
22. |
Authority to disapply pre-emption without restriction as to use |
831,515,158 |
100.00 |
4,393 |
0.00 |
831,519,551 |
85.43% |
0 |
|
23. |
Authority to disapply pre-emption for acquisitions or specified capital investments |
822,704,586 |
98.94 |
8,814,965 |
1.06 |
831,519,551 |
85.43% |
0 |
|
24. |
To authorise the Company to purchase its own shares |
829,828,603 |
99.87 |
1,086,463 |
0.13 |
830,915,066 |
85.37% |
604,485 |
|
25. |
To authorise the Company to call a general meeting (other than an annual general meeting) on not less than 14 clear days' notice |
827,093,086 |
99.47 |
4,426,465 |
0.53 |
831,519,551 |
85.43% |
0 |
As set out in the Notice of AGM, the Company also announces, in respect of resolutions 5, 6, 7, 8, 9, 16 and 17, the result of the vote of the independent shareholders as follow:
|
NO. |
RESOLUTION |
VOTES FOR |
% |
VOTES AGAINST |
% |
VOTES TOTAL |
% of ISC VOTED |
VOTES WITHELD |
|
5. |
To elect John Schwartz as a director |
440,137,973 |
92.75 |
34,405,501 |
7.25 |
474,543,474 |
77.00% |
0 |
|
6. |
To elect Erwin Gunst as a director |
458,162,537 |
96.86 |
14,852,884 |
3.14 |
473,015,421 |
76.75% |
1,528,053 |
|
7. |
To elect Ulf Claesson as a director |
450,889,286 |
95.50 |
21,234,076 |
4.50 |
472,123,362 |
76.60% |
2,420,112 |
|
8. |
To elect Warren Finegold as a director |
443,313,550 |
93.72 |
29,701,871 |
6.28 |
473,015,421 |
76.75% |
1,528,053 |
|
9. |
To elect Belinda Richards as a director |
463,653,030 |
97.71 |
10,890,444 |
2.29 |
474,543,474 |
77.00% |
0 |
|
16. |
To elect Maggie Chan Jones as a director |
470,626,108 |
99.17 |
3,917,366 |
0.83 |
474,543,474 |
77.00% |
0 |
|
17. |
To elect Tamara Minick-Scokalo as a director |
474,126,108 |
99.91 |
417,366 |
0.09 |
474,543,474 |
77.00% |
0 |
Votes "for" include proxy appointments which gave discretion to the Chairman of the AGM. A "vote withheld" is not a vote under English law and is therefore not included in the calculation of votes "for"
and "against" a resolution.
As at 6.30 p.m. on 21 May 2019, being the time at which a person had to be registered in the Company's register of members in order to attend and vote at the AGM, the number of ordinary shares of the Company in issue was 973,287,958. In accordance with the Company's Articles of Association, on a poll every member present in person or by proxy has one vote for every share held.
In accordance with Listing Rule 9.6.2, copies of the resolutions passed as special business at the AGM will shortly be available for inspection on the National Storage Mechanism at www.morningstar.co.uk/uk/NSM.
A copy of the voting results shown above will also be made available on the Company's website at https://investors.avast.com/.
Following the declaration of the final dividend by shareholders at the AGM today, a dividend of 8.6 US Cents per ordinary share in the Company for the financial year ended 31 December 2018 will be paid on 17 June 2019 to those shareholders registered at the close of business on 24 May 2019.
Alan Rassaby
E: secretariat@avast.com
Company Secretary
Avast plc
LEI Number: 213800IR8G8LC2H4BO27
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