BTG PLC Result of AGM & Rem. Co. Chair appointment (0743V)

TIDMBTG

RNS Number : 0743V

BTG PLC

18 July 2018

BTG plc

18 July 2018

BTG plc: Results of 2018 Annual General Meeting and appointment of Remuneration Committee Chair

London, UK: BTG plc (LSE:BTG), announces that all resolutions proposed at the Annual General Meeting held earlier today were duly passed by the required majority by means of a poll vote.

The results of the poll votes on the resolutions are shown in the table below and will be posted on the Company's website www.btgplc.com:

 
                                                                                          % of 
                                                                                           Issued 
                                                                                           Share 
                                                       Votes        % of                   Capital 
 Resolution                  Votes for*    % of vote    against      vote   Total Votes    Voted     Votes Withheld 
      Receive and 
       adopt the 
       report and 
 1     accounts              331,189,518       99.93      233,783    0.07   331,423,301      85.65          295,537 
     ---------------------  ------------  ----------  -----------  ------                ---------  --------------- 
      Approve the 
       directors' 
       remuneration 
 2     report                250,054,316       75.48   81,220,144   24.52   331,274,460      85.61          444,378 
     ---------------------  ------------  ----------  -----------  ------                ---------  --------------- 
      Re-elect 
       Susan Foden 
 3     as a director         330,952,822       99.90      330,972    0.10   331,283,794      85.61          435,044 
     ---------------------  ------------  ----------  -----------  ------                ---------  --------------- 
      Re-elect 
       Graham Hetherington 
 4     as a director         330,671,850       99.82      611,495    0.18   331,283,345      85.61          435,493 
     ---------------------  ------------  ----------  -----------  ------                ---------  --------------- 
      Re-elect 
       Louise Makin 
 5     as a director         329,026,995       99.53    1,545,346    0.47   330,572,341      85.43        1,146,497 
     ---------------------  ------------  ----------  -----------  ------                ---------  --------------- 
      Re-elect 
       Ian Much 
 6     as a director         330,421,002       99.74      863,903    0.26   331,284,905      85.61          433,933 
     ---------------------  ------------  ----------  -----------  ------                ---------  --------------- 
      Re-elect 
       James O'Shea 
 7     as a director         330,967,351       99.90      314,743    0.10   331,282,094      85.61          436,744 
     ---------------------  ------------  ----------  -----------  ------                ---------  --------------- 
      Re-elect 
       Garry Watts 
 8     as a director         255,290,785       77.10   75,814,106   22.90   331,104,891      85.57          613,947 
     ---------------------  ------------  ----------  -----------  ------                ---------  --------------- 
      Re-elect 
       Richard Wohanka 
 9     as a director         330,952,372       99.90      328,925    0.10   331,281,297      85.61          437,541 
     ---------------------  ------------  ----------  -----------  ------                ---------  --------------- 
      Elect Gregory 
       Barrett as 
 10    a director            331,223,585       99.98       55,926    0.02   331,279,511      85.61          439,327 
     ---------------------  ------------  ----------  -----------  ------                ---------  --------------- 
      Elect Duncan 
       Kennedy as 
 11    a director            330,784,336       99.85      498,468    0.15   331,282,804      85.61          436,034 
     ---------------------  ------------  ----------  -----------  ------                ---------  --------------- 
      Elect Anne 
       Thorburn 
 12    as a director         331,225,801       99.98       53,373    0.02   331,279,174      85.61          439,664 
     ---------------------  ------------  ----------  -----------  ------                ---------  --------------- 
      Appoint Deloitte 
 13    LLP as Auditors       331,631,392       99.98       75,297    0.02   331,706,689      85.72           12,149 
     ---------------------  ------------  ----------  -----------  ------                ---------  --------------- 
      Authorise 
       Directors 
       to fix Auditor 
 14    remuneration          331,656,828       99.98       55,108    0.02   331,711,936      85.72            2,011 
     ---------------------  ------------  ----------  -----------  ------                ---------  --------------- 
      Authorise 
       the Company 
       to make Political 
 15    Donations             330,018,192       99.49    1,686,803    0.51   331,704,995      85.72           13,843 
     ---------------------  ------------  ----------  -----------  ------                ---------  --------------- 
      Approve changes 
       to the BTG 
       Sharesave 
 16    Plan 2009             329,257,232       99.41    1,964,747    0.59   331,221,979      85.60          448,130 
     ---------------------  ------------  ----------  -----------  ------                ---------  --------------- 
      Approve changes 
       to the BTG 
       USA Stock 
       Purchase 
 17    Plan 2009             329,753,580       99.54    1,518,016    0.46   331,271,596      85.61          447,242 
     ---------------------  ------------  ----------  -----------  ------                ---------  --------------- 
      Authority 
       to allot 
 18    shares                312,630,577       94.25   19,078,389    5.75   331,708,966      85.72            9,872 
     ---------------------  ------------  ----------  -----------  ------                ---------  --------------- 
      Disapplication 
       of pre-emption 
       rights in 
       respect of 
       up to 5% 
       of the Company's 
       issued share 
 19    capital               315,138,447       95.01   16,552,335    4.99   331,690,782      85.72           28,056 
     ---------------------  ------------  ----------  -----------  ------                ---------  --------------- 
      Disapplication 
       of pre-emption 
       rights in 
       respect of 
       an additional 
       5% of the 
       Company's 
       issued share 
 20    capital               302,652,671       91.24   29,044,824    8.76   331,697,495      85.72           21,342 
     ---------------------  ------------  ----------  -----------  ------                ---------  --------------- 
      Call a general 
       meeting on 
       not less 
       than 14 days' 
 21    notice                324,202,273       97.74    7,509,238    2.26   331,711,511      85.72            7,327 
     ---------------------  ------------  ----------  -----------  ------                ---------  --------------- 
 

*where shareholders appointed the Chairman as their proxy with discretion as to voting, their votes were cast in favour of the resolutions and their shares have been included in the "votes for" column

As at 10:30 a.m. on 16 July 2018 (being the time at which shareholders who wanted to attend and vote at the meeting were required to have their details entered in the register of members) there were 386,955,747 shares of 10p each in issue.

In accordance with Listing Rule 9.6.2, copies of the resolutions passed as special business at the Annual General Meeting have been submitted to the National Storage Mechanism and will shortly be available for inspection at www.morningstar.co.uk/uk/NSM

Statement regarding AGM voting results

The Board is pleased that all of the resolutions put to shareholders at the AGM were passed. However, it recognises the votes opposed to resolutions 2 and 8: being the approval of the 2017 Annual Remuneration Report (primarily due to the exit arrangements for the former Chief Financial Officer) and the reappointment of the Chairman, Garry Watts, respectively. Whilst both resolutions were passed with broad shareholder support of over 75%, the Company is fully committed to continuing to engage with shareholders and proxy advisers in relation to these matters. With respect to remuneration matters, that will include consultation with shareholders on the Group's Remuneration Policy before it is put to the 2019 AGM for approval.

Appointment of Remuneration Committee Chair

The Board of BTG plc is pleased to announce, pursuant to Listing Rule 9.6.11, the appointment of Sue Foden as Chair of the Company's Remuneration Committee with immediate effect. The change is part of the ongoing succession planning of the Board. Sue is replacing Ian Much who had been in that role for 8 years. Ian will remain on the Board and a member of the Committee. The Board wishes to thank Ian for his ongoing significant contribution to the Company. Sue has also been appointed as a member of the Nomination Committee. In addition, the Board is pleased to announce the appointment of Richard Wohanka as a member of the Remuneration Committee, replacing Giles Kerr who stepped down as a member of the Board following today's AGM after over ten years' service to the Company. The Board wishes to thank Giles for his considerable contribution to the Board during his tenure in particular in his role as Senior Independent Director and Chairman of the Audit Committee and member of the Remuneration Committee.

There are no further details to be disclosed in relation to paragraph 9.6.13R of the Financial Conduct Authority Listing Rules.

Contacts:

Andy Burrows, Vice President, Corporate and Investor Relations

[phone]

Stuart Hunt, Investor Relations Manager

[phone]

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July 18, 2018 10:51 ET (14:51 GMT)