Company Announcements

RNS Number : 2717Y
Capital & Counties Properties Plc
11 May 2021
 

11 May 2021

 

CAPITAL & COUNTIES PROPERTIES PLC (the "Company")

 

RESOLUTIONS PASSED AT 2021 ANNUAL GENERAL MEETING

 

The results of the voting by poll on the resolutions put to the Company's 2021 Annual General Meeting held on 11 May 2021 are as follows:

 

Resolutions

For:

%

Against:

%

Total votes cast:

% of issued share capital

Withheld:

1.    To receive the accounts and reports of the Directors and the Auditors for the year ended 31 December 2020

686,287,947

100.00%

1,409

0.00%

686,289,356

80.63%

724,463

2.    To re-elect Henry Staunton as a Director

645,053,847

94.22%

39,552,392

5.78%

684,606,239

80.44%

1,407,580

3.    To re-elect Ian Hawksworth as a Director

661,847,376

96.37%

24,918,863

3.63%

686,766,239

80.69%

247,580

4.    To re-elect Situl Jobanputra as a Director

677,542,140

98.66%

9,224,099

1.34%

686,766,239

80.69%

247,580

5.    To re-elect Michelle McGrath as a Director

678,580,698

98.81%

8,185,541

1.19%

686,766,239

80.69%

247,580

6.    To re-elect Charlotte Boyle as a Director

680,869,131

99.14%

5,897,108

0.86%

686,766,239

80.69%

247,580

7.    To re-elect Jonathan Lane as a Director

668,836,416

97.39%

17,929,823

2.61%

686,766,239

80.69%

247,580

8.    To re-elect Anthony Steains as a Director

681,922,804

99.29%

4,843,018

0.71%

686,765,822

80.69%

247,997

9.    To re-appoint PricewaterhouseCoopers LLP as Auditors

613,511,097

89.33%

73,248,031

10.67%

686,759,128

80.69%

254,691

10. To authorise the Audit Committee of the Board to determine the Auditors' remuneration

679,055,708

98.88%

7,712,043

1.12%

686,767,751

80.69%

246,068

11. To approve the Directors' Remuneration Report for the year ended 31 December 2020 (other than the Directors' Remuneration Policy)

641,795,381

94.12%

40,093,171

5.88%

681,888,552

80.12%

5,125,267

12. To authorise the Directors to allot the unissued share capital up to a specified amount (s.551) (Companies Act 2006)

540,215,124

78.66%

146,544,172

21.34%

686,759,296

80.69%

254,523

13. Special Resolution: To disapply pre-emption provisions of s.561(1) of the Companies Act 2006 up to a specified amount

566,118,795

82.43%

120,638,756

17.57%

686,757,551

80.69%

256,268

14. Special Resolution: To authorise the Company to purchase its own shares

655,487,090

95.70%

29,483,872

4.30%

684,970,962

80.48%

2,042,859

15. Special Resolution: To allow General Meetings (other than AGMs) to be held on 14 clear days' notice

638,371,962

92.95%

48,387,336

7.05%

686,759,298

80.69%

254,521

16. Special Resolution: To adopt new Articles of Association of the Company in substitution for and to the exclusion of the Company's existing Articles

686,763,320

100.00%

3,588

0.00%

686,766,908

80.69%

246,911

 

Notes:

1.     Any proxy appointments which gave discretion to the Chairman have been included in the 'for' total.

2.     A 'vote withheld' is not a vote in law and is not counted in the calculation of the proportion of the votes for or against a resolution.

3.      Total voting rights of shares in issue: 851,119,601. Every shareholder has one vote for every ordinary share held.

 

The Board notes that although resolution 12 was passed with the requisite majority, 21.34% of votes received were against the resolution. This voting outcome reflects differing market practice between the UK and South Africa, where shareholders usually approve more restricted levels of authority to issue shares, and prefer to vote on proposed allotments of shares on a case by case basis.  

The Company has consulted regularly with its larger international shareholders on this matter, however many institutions operate under policies that do not permit this level of authority to be supported, although a number of our shareholders do understand the Company's position. As a UK premium listed company, the Board considers it appropriate to seek authorities in line with the Investment Association's Share Capital Management Guidelines, to allow the Company to respond to market developments and to enable allotments to take place to finance business opportunities as they arise. The Board will continue to engage with our international shareholders on this topic, however as the voting outcome reflects the difficulty in balancing the expectations of different markets, it is likely that there will continue to be significant votes against this resolution.

As announced on 15 February 2021, Jonathan Lane became Chairman of the Company's Remuneration Committee at the conclusion of the Annual General Meeting.

In accordance with paragraph 9.6.2 of the Listing Rules, copies of the resolutions passed at the meeting, other than resolutions concerning ordinary business, have been submitted to the National Storage Mechanism and will shortly be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism

Enquiries:

Ruth Pavey

Company Secretary

 

Telephone +44 20 3214 9170

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