Capital & Counties Properties Plc Result of 2019 AGM (0883Y)

TIDMCAPC

RNS Number : 0883Y

Capital & Counties Properties Plc

03 May 2019

3 May 2019

CAPITAL & COUNTIES PROPERTIES PLC (the "Company")

RESOLUTIONS PASSED AT 2019 ANNUAL GENERAL MEETING

The results of the voting by poll on the resolutions put to the Company's 2019 Annual General Meeting held on 3 May 2019 are as follows:

 
          Resolutions               For:          %       Against:       %      Total votes     % of     Withheld: 
                                                                                   cast:       issued 
                                                                                                share 
                                                                                               capital 
 1. To receive the 
  accounts and reports 
  of the Directors 
  and the Auditors 
  for the year ended 
  31 December 2018               677,475,714   100.00%         2,397    0.00%   677,478,111     79.63%   1,054,721 
                                ------------  --------  ------------  -------  ------------  ---------  ---------- 
 2. To declare a 
  final dividend of 
  1 pence per ordinary 
  share                          677,916,595   100.00%         1,947    0.00%   677,918,542     79.68%     614,290 
                                ------------  --------  ------------  -------  ------------  ---------  ---------- 
 3. To re-elect Henry 
  Staunton as a Director         643,056,664    94.86%    34,851,489    5.14%   677,908,153     79.68%     624,678 
                                ------------  --------  ------------  -------  ------------  ---------  ---------- 
 4. To re-elect Ian 
  Hawksworth as a 
  Director                       667,619,510    98.48%    10,288,644    1.52%   677,908,154     79.68%     624,678 
                                ------------  --------  ------------  -------  ------------  ---------  ---------- 
 5. To re-elect Situl 
  Jobanputra as a 
  Director                       676,717,563    99.83%     1,181,741    0.17%   677,899,304     79.68%     633,528 
                                ------------  --------  ------------  -------  ------------  ---------  ---------- 
 6. To re-elect Gary 
  Yardley as a Director          677,006,959    99.87%       901,195    0.13%   677,908,154     79.68%     624,678 
                                ------------  --------  ------------  -------  ------------  ---------  ---------- 
 7. To re-elect Charlotte 
  Boyle as a Director            660,662,725    97.46%    17,245,429    2.54%   677,908,154     79.68%     624,678 
                                ------------  --------  ------------  -------  ------------  ---------  ---------- 
 8. To elect Jonathan 
  Lane as a Director             676,641,143    99.81%     1,258,641    0.19%   677,899,784     79.68%     633,048 
                                ------------  --------  ------------  -------  ------------  ---------  ---------- 
 9. To re-elect Gerry 
  Murphy as a Director           669,780,997    98.80%     8,127,157    1.20%   677,908,154     79.68%     624,678 
                                ------------  --------  ------------  -------  ------------  ---------  ---------- 
 10. To re-elect 
  Anthony Steains 
  as a Director                  676,183,027    99.75%     1,725,127    0.25%   677,908,154     79.68%     624,678 
                                ------------  --------  ------------  -------  ------------  ---------  ---------- 
 11. To re-elect 
  Andrew Strang as 
  a Director                     668,810,903    98.66%     9,088,881    1.34%   677,899,784     79.68%     633,048 
                                ------------  --------  ------------  -------  ------------  ---------  ---------- 
 12. To re-appoint 
  PricewaterhouseCoopers 
  LLP as Auditors                670,609,242    98.92%     7,295,972    1.08%   677,905,214     79.68%     627,617 
                                ------------  --------  ------------  -------  ------------  ---------  ---------- 
 13. To authorise 
  the Directors to 
  determine the Auditors' 
  remuneration                   665,108,132    98.11%    12,803,415    1.89%   677,911,547     79.68%     621,285 
                                ------------  --------  ------------  -------  ------------  ---------  ---------- 
 14. To approve the 
  Directors' Remuneration 
  Report for the year 
  ended 31 December 
  2018 (other than 
  the Directors' Remuneration 
  Policy)                        546,536,108    80.85%   129,463,888   19.15%   675,999,996     79.45%   2,532,835 
                                ------------  --------  ------------  -------  ------------  ---------  ---------- 
 15. To authorise 
  the Directors to 
  allot the unissued 
  share capital up 
  to a specified amount 
  (s.551) (Companies 
  Act 2006)                      437,893,868    64.59%   240,020,755   35.41%   677,914,623     79.68%     618,208 
                                ------------  --------  ------------  -------  ------------  ---------  ---------- 
 16. Special Resolution:                                     Resolution was withdrawn 
  To disapply pre-emption 
  provisions of s.561(1) 
  of the Companies 
  Act 2006 up to a 
  specified amount 
                                ---------------------------------------------------------------------------------- 
 17. Special Resolution: 
  To authorise the 
  Company to purchase 
  its own shares                 658,734,090    97.19%    19,079,835    2.81%   677,813,925     79.67%     718,906 
                                ------------  --------  ------------  -------  ------------  ---------  ---------- 
 18. Special Resolution: 
  To allow General 
  Meetings (other 
  than AGMs) to be 
  held on 14 clear 
  days' notice                   632,259,571    93.27%    45,647,291    6.73%   677,906,862     79.68%     625,970 
                                ------------  --------  ------------  -------  ------------  ---------  ---------- 
 

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: 850,820,151. Every shareholder has one vote for every ordinary share held.

As announced on 27 February 2019, Graeme Gordon stepped down from the Board at the conclusion of the Annual General Meeting.

The Board notes that although resolution 15 was passed with the requisite majority, 35.41% 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. In addition, resolution 16 was withdrawn as there was narrowly insufficient support for the resolution based on proxy votes received before the time of the meeting.

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 these resolutions.

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: http://www.morningstar.co.uk/uk/NSM

Enquiries:

Ruth Pavey

Company Secretary

Telephone [phone]

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [e-mail] or visit www.rns.com.

END

RAGBUGDUUGGBGCX

(END) Dow Jones Newswires

May 03, 2019 11:15 ET (15:15 GMT)