28 April 2023
Rotork Plc
('the Company' or 'Rotork')
2023 Annual General Meeting - Poll Results and Chair Accession
The Company's 2023 Annual General Meeting ('AGM') was held today in the Brunel Suite at the Bailbrook House Hotel, Eveleigh Avenue, London Road West, Bath, BA1 7JD. All resolutions, as set out in the Notice of AGM dated 23 March 2023 and put to the meeting, were decided on by a poll and were passed.
Resolutions 1 to 17 were each passed as an ordinary resolution and resolutions 18 to 22 were each passed as a special resolution.
The following table summarises the final poll result for each resolution:
|
|
For 2 |
Against2 |
|
|
|||
|
Resolution |
No. of Shares |
% |
No. of Shares |
% |
No. of Votes withheld3
|
Total Capital Instructed
|
|
|
1. |
To receive the 2022 Annual Report and audited accounts |
697,003,548 |
99.99 |
89,076 |
0.01 |
730,325 |
80.98% |
|
2. |
To declare a final dividend of 4.30p per ordinary share |
697,491,835 |
99.95 |
325,527 |
0.05 |
5,587 |
81.06% |
|
3. |
To approve the Directors' Remuneration Policy |
683,772,096 |
98.04 |
13,640,012 |
1.96 |
410,841 |
81.01% |
|
4. |
To approve the Directors' Remuneration Report |
679,150,943 |
97.82 |
15,105,911 |
2.18 |
3,566,095 |
80.65% |
|
5. |
To re-elect AC Andersen as a director |
683,725,512 |
97.99 |
14,006,632 |
2.01 |
90,805 |
81.05% |
|
6. |
To re-elect TR Cobbold as a director |
696,121,217 |
99.77 |
1,612,171 |
0.23 |
89,561 |
81.05% |
|
7. |
To re-elect JM Davis as a director |
694,529,087 |
99.54 |
3,207,301 |
0.46 |
86,561 |
81.05% |
|
8. |
To re-elect PG Dilnot as a director |
697,542,079 |
99.97 |
185,065 |
0.03 |
95,805 |
81.05% |
|
9. |
To re-elect KT Huynh as a director |
697,542,687 |
99.97 |
190,701 |
0.03 |
89,561 |
81.05% |
|
10. |
To re-elect KFS Meurk-Harvey as a director |
696,160,217 |
99.77 |
1,571,927 |
0.23 |
90,805 |
81.05% |
|
11. |
To re-elect JE Stipp as a director |
696,160,067 |
99.77 |
1,572,077 |
0.23 |
90,805 |
81.05% |
|
12. |
To elect DC Thompson as a director |
694,644,862 |
99.56 |
3,091,526 |
0.44 |
86,561 |
81.05% |
|
13. |
To re-appoint Deloitte LLP as Auditor of the Company |
695,529,824 |
99.96 |
262,081 |
0.04 |
2,031,044 |
80.83% |
|
14. |
To authorise the Audit Committee to determine Auditor's remuneration |
697,585,124 |
99.97 |
176,076 |
0.03 |
61,749 |
81.05% |
|
15. |
Authority to make political donations |
678,601,495 |
97.30 |
18,854,367 |
2.70 |
384,587 |
81.02% |
|
16. |
Authority for the directors to allot shares |
669,569,243 |
95.97 |
28,113,341 |
4.03 |
77,575 |
81.04% |
|
17. |
Authority to adopt new rules of the Rotork Sharesave Scheme |
697,060,025 |
99.92 |
588,374 |
0.08 |
111,760 |
81.04% |
|
18. |
General authority to dis-apply pre-emption rights* |
687,510,138 |
98.59 |
9,836,044 |
1.41 |
413,977 |
81.01% |
|
19. |
Authority to dis-apply pre-emption rights for acquisitions / capital investments* |
685,672,334 |
98.33 |
11,673,848 |
1.67 |
413,977 |
81.01% |
|
20. |
Authority to purchase own ordinary shares* |
695,236,140 |
99.69 |
2,128,354 |
0.31 |
395,665 |
81.01% |
|
21. |
Authority to purchase own preference shares* |
695,493,808 |
99.73 |
1,866,082 |
0.27 |
400,269 |
81.01% |
|
22. |
Notice period for general meetings* |
640,784,329 |
92.10 |
54,953,704 |
7.90 |
2,022,126 |
80.82% |
*Passed as a special resolution
The Board of Rotork plc is pleased to note that all resolutions were passed at today's AGM and we welcome the substantial support of the Company's shareholders for all the resolutions proposed.
Pursuant to Listing Rule 9.6.11(3), the Company is pleased to confirm that Dorothy Thompson, CBE acceded to the role of Chair at the conclusion of today's AGM. Dorothy succeeds Martin Lamb who has stepped down as Chairman and as a director today after nearly nine years on the Board. Dorothy's appointment as Non-executive Director and Chair Designate was announced on 1 December 2022 (RNS Number: 1581I).
Notes:
1. The total votes cast in favour of each resolution include those giving the Chairman discretion.
2. Votes "For" and "Against" are expressed as a percentage of votes received with percentages rounded to two decimal places.
3. A "vote withheld" is not a vote in law and is not counted in the calculation of the votes "for" or "against" a resolution.
4. The total number of ordinary 0.5p shares in issue on 28 April 2023 was 860,859,793 with no shares being held in treasury. The total number of voting rights in respect of these ordinary shares was 860,859,793 with each ordinary share having one vote.
5. In accordance with Listing Rule 9.6.2, a copy of all resolutions passed by the Company, other than those resolutions concerning ordinary business, will be submitted to the UK Listing Authority and made available for inspection from the National Storage Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
6. A copy of this announcement has been posted on the Company's website at www.rotork.com/investors/index/agm.
7. Legal Entity Identifier: 213800AH5RZIHGWRJ718
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Enquiries:
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Rotork plc |
Tel: +44 (0)1225 733 200 |
|
Stuart Pain, Group General Counsel & Company Secretary Andrew Carter, Investor Relations Director |
|
|
|
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|
FTI Consulting |
|
|
Nick Hasell/Susanne Yule |
Tel: + 44 (0)20 3727 1340 |
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