Company Announcements

Calisen plc Results of Annual General Meeting

Source: RNS
RNS Number : 0022P
Calisen plc
04 June 2020
 

Calisen plc (the 'Company')

Results of Annual General Meeting ('AGM')

4 June 2020

 

The Company is pleased to announce that at the AGM held earlier today, shareholders passed each of the ordinary and special resolutions by the requisite majorities on a poll.  To comply with Government guidelines on social distancing the meeting was held with the minimum quorum of two shareholders.  The full text of each resolution is contained in the Notice of AGM, which is available on the Company's website at https://www.calisen.com/investors/shareholder-information/agm/

 

The total number of votes cast for each resolution is set out in the table below. Resolutions 1 to 14 (inclusive) are ordinary resolutions and resolutions 15 to 18 (inclusive) are special resolutions. As the Company has a controlling shareholder, the Listing Rules require the election of any independent director by shareholders to be approved by a majority of both:

a)                      the shareholders of the Company; and

b)                      the independent shareholders of the Company (that is, the shareholders who are not controlling shareholders).

Therefore for resolutions 3, 6, 7 and 8, in addition to counting the votes cast by all shareholders in favour of each resolution, we have also separately counted the votes cast by independent shareholders in favour of each resolution to determine whether the relevant majorities have been achieved.  Those votes are shown in a separate table below.

 

Resolution Name

Number of Votes For (including Chair's Discretionary Votes)

% of Votes For 

Number of Votes Against

 % of Votes Against

Total Votes Cast (excluding withheld)

Number of Votes Withheld

% of Votes Withheld

1 To receive audited financial statements of Calisen Group Holdings Limited

462,793,019

100.00

0

0.00

462,793,019

0

0.00

2 To approve the Directors' remuneration policy

461,251,051

99.67

1,537,768

0.33

462,788,819

4,200

0.00

3 To elect Dr. Philip Nolan

462,793,019

100.00

0

0.00

462,793,019

0

0.00

4 To elect Henricus Lambertus Pijls

460,946,973

99.60

1,846,046

0.40

462,793,019

0

0.00

5 To elect Sean Latus

458,755,178

99.13

4,037,841

0.87

462,793,019

0

0.00

6 To elect Lord Jitesh Gadhia

462,793,019

100.00

0

0.00

462,793,019

0

0.00

7 To elect Kathryn Durrant

462,793,019

100.00

0

0.00

462,793,019

0

0.00

8 To elect Patrick O'Donnell Bourke

461,060,624

99.63

1,732,395

0.37

462,793,019

0

0.00

9 To elect James Macdonald

459,214,578

99.23

3,578,441

0.77

462,793,019

0

0.00

10 To elect Tara Davies

460,946,973

99.60

1,846,046

0.40

462,793,019

0

0.00

11 To elect Oleg Shamovsky

459,204,578

99.23

3,578,441

0.77

462,783,019

0

0.00

12 To authorise the Audit and Risk Committee to agree the Auditor's remuneration

460,015,145

99.40

2,777,874

0.60

462,793,019

0

0.00

13 To authorise political donations and expenditure

461,060,624

99.63

1,732,395

0.37

462,793,019

0

0.00

14 To authorise the directors to allot shares

460,946,973

99.60

1,846,046

0.40

462,793,019

0

0.00

15 To exclude the application of pre-emption rights to the allotment of equity securities

461,683,019

99.76

1,110,000

0.24

462,793,019

0

0.00

16 Subject to the approval of Resolution 15 to further exclude the application of pre-emption rights to the allotment of equity securities

461,683,019

99.76

1,110,000

0.24

462,793,019

0

0.00

17 To authorise market purchases of the Company's own ordinary shares

460,421,918

99.49

2,371,101

0.51

462,793,019

0

0.00

18 To allow the Company to hold general meetings (other than AGMs) at 14 days' notice

460,016,301

99.40

2,776,718

0.60

462,793,019

0

0.00

 

*INDEPENDENT SHAREHOLDER VOTES ONLY

Resolution Name

Number of Votes For (including Chair's Discretionary Votes)

% of Votes For 

Number of Votes Against

 % of Votes Against

Total Votes Cast (excluding withheld)

Number of Votes Withheld

% of Votes Withheld

3 To elect Dr. Philip Nolan*

64,017,231

100.00

0

0.00

64,017,231

0

0.00

6 To elect Lord Jitesh Gadhia*

64,017,231

100.00

0

0.00

64,017,231

0

0.00

7 To elect Kathryn Durrant*

64,017,231

100.00

0

0.00

64,017,231

0

0.00

8 To elect Patrick O'Donnell Bourke*

62,284,836

97.29

1,732,395

2.71

64,017,231

0

0.00

 

 


 

 

 

 

 

 

 

 

The percentage of votes cast exclude Withheld votes.  Votes in favour include votes at Chair's discretion.

The total number of votes cast: 462,793,019.

Number of shares in issue and therefore the total number of voting rights: 547,980,973.

Number of shareholders at meeting date: 179.

 

In accordance with Listing Rule 9.6.2 copies of the resolutions (other than those resolutions comprising ordinary business) passed by the Company at its AGM have been uploaded to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism

 

Name of contact and telephone number for queries:

 

Sarah Blackburn

General Counsel and Company Secretary

Calisen plc

Tel: 0161 220 1900


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