Smiths News PLC AGM Results (7250N)

TIDMSNWS

RNS Number : 7250N

Smiths News PLC

24 January 2023

24 January 2023

SMITHS NEWS PLC

Result of 2023 Annual General Meeting

Smiths News plc announces that at its Annual General Meeting (AGM) held at 11.30am today all resolutions put to the meeting were duly passed by shareholders by way of a poll. The voting results are shown below.

 
 Resolution                                  For                  Against          Withheld 
                                      No. of         %        No. of       %        No. of 
                                       votes                   votes                 votes 
                                   ------------  --------  -----------  -------  ----------- 
      To receive the Annual 
       Report and Accounts 
       for the 52-week period 
 1     ended 27 August 2022         142,443,674   99.98%      28,136     0.02%      25,829 
     ----------------------------  ------------  --------  -----------  -------  ----------- 
      To approve the directors' 
       remuneration report 
       for the 52-week period 
 2     ended 27 August 2022         133,779,186   93.92%    8,659,997    6.08%      58,456 
     ----------------------------  ------------  --------  -----------  -------  ----------- 
      To approve the directors' 
 3     remuneration policy          130,074,330   91.34%    12,336,356   8.66%      86,953 
     ----------------------------  ------------  --------  -----------  -------  ----------- 
 4    To declare a final dividend   142,467,201   100.00%      352       0.00%      30,086 
     ----------------------------  ------------  --------  -----------  -------  ----------- 
 5    To re-elect David Blackwood   141,619,516   99.91%     127,466     0.09%     750,657 
     ----------------------------  ------------  --------  -----------  -------  ----------- 
      To re-elect Jonathan 
 6     Bunting                      142,233,905   99.84%     228,623     0.16%      35,111 
     ----------------------------  ------------  --------  -----------  -------  ----------- 
 7    To re-elect Denise Collis     142,399,248   99.95%      66,381     0.05%      32,010 
     ----------------------------  ------------  --------  -----------  -------  ----------- 
      To re-elect Michael 
 8     Holt                         140,842,338   98.86%    1,619,946    1.14%      35,355 
     ----------------------------  ------------  --------  -----------  -------  ----------- 
 9    To re-elect Mark Whiteling    142,421,545   99.97%      40,983     0.03%      35,111 
     ----------------------------  ------------  --------  -----------  -------  ----------- 
 10   To re-elect Paul Baker        142,249,670   99.85%     218,188     0.15%      29,781 
     ----------------------------  ------------  --------  -----------  -------  ----------- 
 11   To re-appoint the auditor     142,316,386   99.89%     151,160     0.11%      30,093 
     ----------------------------  ------------  --------  -----------  -------  ----------- 
      To authorise the Audit 
       Committee to determine 
 12    the auditor's remuneration   142,411,180   99.96%      56,070     0.04%      30,389 
     ----------------------------  ------------  --------  -----------  -------  ----------- 
      Authority to make political 
 13    donations                    103,952,786   78.77%    28,017,548   21.23%   10,527,305 
     ----------------------------  ------------  --------  -----------  -------  ----------- 
 14   Authority to allot shares     130,811,550   91.89%    11,541,518   8.11%     144,571 
     ----------------------------  ------------  --------  -----------  -------  ----------- 
      Authority to partially 
       disapply pre-emption 
 15    rights*                      140,917,650   98.97%    1,459,904    1.03%     120,085 
     ----------------------------  ------------  --------  -----------  -------  ----------- 
      Authority to make market 
       purchases of ordinary 
 16    shares*                      142,270,540   99.88%     164,536     0.12%      62,563 
     ----------------------------  ------------  --------  -----------  -------  ----------- 
      Authority to call general 
       meetings (other than 
       the AGM) on 14 clear 
 17    days' notice*                117,674,528   82.60%    24,794,012   17.40%     29,099 
     ----------------------------  ------------  --------  -----------  -------  ----------- 
 

* Special resolution requiring 75% majority of those votes cast at the meeting.

The Board acknowledges that, whilst the vote was passed, there were a significant number of votes cast by one of the Company's largest shareholders against resolution 13, proposing the Board's authority to make political donations of up to GBP50,000 in accordance with Sections 366 and 367 of the Companies Act 2006.

As trailed in the Company's Annual Notice of General Meeting dated 8 December 2022, neither the Company nor any of its subsidiaries makes nor has any intention of making any political donations or incurring any political expenditure whatsoever. However, it is acknowledged that the Companies Act 2006 defines 'political party', 'political organisation', 'political donation' and 'political expenditure' widely. As a result, they can potentially cover activities such as sponsorship, subscriptions, payment of expenses, paid leave for employees fulfilling certain public duties, and support for bodies representing the business community in policy review or reform, each of which the Company and/or its subsidiaries may see benefit in supporting. Accordingly, the Board proposed resolution 13 on a precautionary basis only, being of the view that the flexibility afforded by this authority was (and continues to be) in the best interests of the Company and shareholders and to ensure that neither it nor its subsidiaries may inadvertently commit any breaches of the Companies Act 2006 through the undertaking of routine activities which would not normally be considered to result in the making of political donations and/or political expenditure being incurred.

The Board intends to initiate dialogue with the large shareholder who cast its votes against resolution 13 in order to seek to better understand their views and/or any specific concerns in this area and to consider how the Company may allay any such concerns or issues. We will publish an update on this engagement, in accordance with the 2018 edition of the UK Corporate Governance Code, within six months of the 2023 AGM and will report in the Company's FY2023 Annual Report what steps have been taken by the Board in order to better understand shareholders' views in relation to resolution 13 and what impact any feedback may have on future decisions to be taken by the Board and actions or resolutions to be proposed.

Notes:

   1.    Percentages are rounded to two decimal places. 

2. Where shareholders appointed the Chairman as their proxy with discretion as to voting, their votes were cast in favour of the resolutions and have been included in the "For" total.

3. A "vote withheld" is not a vote in law and is not counted in the calculation of the percentages of the votes cast for and against a resolution.

4. The number of votes validly cast were in respect of 142,471,810 shares, representing 57.53% of the 247,659,200 issued share capital of the Company, being the total number of shares in issue at 6.30pm on 23(rd) January 2023.

5. The full text of all of the resolutions is set out in the Notice of AGM dated 8 December 2022 which is available on the Company's website. Resolutions 15, 16 and 17 were special resolutions, requiring 75% majority of those votes cast at the meeting.

6. In accordance with Listing Rule 9.6.2, a copy of the special business passed at the AGM, being resolutions 14, 15, 16 and 17, has been submitted to the National Storage Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism

   7.    The results of the AGM voting will also be made available on the Company's website at www.smithsnews.co.uk/investors 

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January 24, 2023 08:33 ET (13:33 GMT)