ConvaTec Group PLC Result of AGM (5704Y)

TIDMCTEC

RNS Number : 5704Y

ConvaTec Group PLC

09 May 2019

ConvaTec Group Plc

Results of Annual General Meeting

Reading, United Kingdom 9 May 2019 - Poll Result

ConvaTec Group Plc ("ConvaTec"), a leading global medical products and technologies company, held its annual general meeting today. The results of the poll held in relation to the resolutions proposed at the meeting are set out below.

 
        Resolution               Votes         %      Votes Against     %                        % of         Votes 
                                  For                                           Votes Total    ISC Voted     Withheld 
 1. Receive Annual 
  Reports and 
  Accounts                   1,575,538,540   100.00           2,829    0.00   1,575,541,369       80.13%       543,903 
                            --------------  -------  --------------  ------  --------------  -----------  ------------ 
 2. Approve the 
  Directors' Remuneration 
  Report                       969,813,968    61.55     605,893,489   38.45   1,575,707,457       80.14%       377,814 
                            --------------  -------  --------------  ------  --------------  -----------  ------------ 
 3. Approve Final 
  Dividend                   1,576,084,188   100.00               0    0.00   1,576,084,188       80.16%         1,084 
                            --------------  -------  --------------  ------  --------------  -----------  ------------ 
 4. Re-elect 
  Rick Anderson 
  as a director              1,573,217,469    99.83       2,728,480    0.17   1,575,945,949       80.15%       139,323 
                            --------------  -------  --------------  ------  --------------  -----------  ------------ 
 5. Re-elect 
  Frank Schulkes 
  as a director              1,572,958,293    99.81       2,987,656    0.19   1,575,945,949       80.15%       139,323 
                            --------------  -------  --------------  ------  --------------  -----------  ------------ 
 6. Re-elect 
  Jesper Ovesen 
  as a director              1,449,805,632    92.00     126,138,817    8.00   1,575,944,449       80.15%       140,823 
                            --------------  -------  --------------  ------  --------------  -----------  ------------ 
 7. Re-elect 
  Ros Rivaz as 
  a director                 1,438,203,922    91.28     137,371,231    8.72   1,575,575,153       80.13%       510,119 
                            --------------  -------  --------------  ------  --------------  -----------  ------------ 
 8. Re-elect 
  Regina Benjamin 
  as a director              1,574,381,440    99.90       1,564,509    0.10   1,575,945,949       80.15%       139,323 
                            --------------  -------  --------------  ------  --------------  -----------  ------------ 
 9. Re-elect 
  Margaret Ewing 
  as a director              1,574,012,144    99.88       1,933,805    0.12   1,575,945,949       80.15%       139,323 
                            --------------  -------  --------------  ------  --------------  -----------  ------------ 
 10. Elect Sten 
  Scheibye as 
  a director                 1,573,315,958    99.83       2,628,491    0.17   1,575,944,449       80.15%       140,823 
                            --------------  -------  --------------  ------  --------------  -----------  ------------ 
 11. Re-appoint 
  Deloitte LLP 
  as auditors                1,576,075,654   100.00           7,835    0.00   1,576,083,489       80.16%         1,783 
                            --------------  -------  --------------  ------  --------------  -----------  ------------ 
 12. Authorise 
  the Directors 
  to agree the 
  auditors' remuneration     1,575,937,624   100.00           7,835    0.00   1,575,945,459       80.15%       139,813 
                            --------------  -------  --------------  ------  --------------  -----------  ------------ 
 13. Authorise 
  allotment of 
  shares                     1,547,503,417    98.34      26,073,883    1.66   1,573,577,300       80.03%     2,507,972 
                            --------------  -------  --------------  ------  --------------  -----------  ------------ 
 14. Renew the 
  Scrip Dividend 
  Scheme.                    1,553,044,306    98.56      22,671,144    1.44   1,575,715,450       80.14%       369,822 
                            --------------  -------  --------------  ------  --------------  -----------  ------------ 
 15. Disapply 
  pre-emption 
  rights*                    1,537,679,127    97.59      38,030,923    2.41   1,575,710,050       80.14%       375,222 
                            --------------  -------  --------------  ------  --------------  -----------  ------------ 
 16. Disapply 
  pre-emption 
  rights in connection 
  with an acquisition 
  or specified 
  capital investment*        1,485,134,202    94.37      88,580,827    5.63   1,573,715,029       80.04%     2,370,242 
                            --------------  -------  --------------  ------  --------------  -----------  ------------ 
 17. Authorise 
  purchase of 
  own shares*                1,575,202,274    99.97         524,653    0.03   1,575,726,927       80.14%       358,344 
                            --------------  -------  --------------  ------  --------------  -----------  ------------ 
 18. Authorise 
  political donations 
  and political 
  expenditure                1,552,199,261    98.77      19,375,261    1.23   1,571,574,522       79.93%     4,510,750 
                            --------------  -------  --------------  ------  --------------  -----------  ------------ 
 
 19. Call general 
  meetings on 
  14 days' notice*           1,529,148,452    97.30      42,426,837    2.70   1,571,575,289       79.93%     4,509,983 
                            --------------  -------  --------------  ------  --------------  -----------  ------------ 
 

*Special Resolution

NOTES:

   1.   All resolutions were passed. 
   2.   Votes "For" and "Against" are expressed as a percentage of votes received. 

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. Total number of shares in issue at close of business on 8 May 2019 was 1,966,155,724 shares. 80.16% of capital was voted.

   5.   Computershare acted as scrutineer of the poll on all resolutions. 

In accordance with Listing Rule 9.6.2, copies of the resolutions that do not constitute ordinary business that were passed at the annual general meeting have been submitted to the National Storage Mechanism and will be available for inspection at www.morningstar.co.uk/uk/NSM.

AGM - Resolution Two

The Board of ConvaTec is pleased to have received shareholder approval for all resolutions proposed at the AGM today. Naturally, the Board is disappointed with the lower level of support for the Directors' Remuneration Report for the year ending 31 December 2018. 38.45% shareholders voted against the resolution to approve the Remuneration Report, 61.55% voted in favour and 377,814 votes abstained. We have engaged in a dialogue with a number of shareholders and proxy advisors to discuss their questions and concerns.

In line with the Companies Act, ConvaTec will put a new Remuneration Policy to shareholders at the Company's next AGM, in May 2020. The new Policy will be designed under our new Remuneration Committee Chair, and ConvaTec will undertake a comprehensive consultation with shareholders to ensure that their views are understood and taken into consideration by the Remuneration Committee in its review of, and any proposed amendments to, the current Remuneration Policy.

Committee Changes

The Company is pleased to announce that Margaret Ewing, Non-Executive Director has been appointed Chair of the Nomination Committee and member of the Remuneration Committee, effective immediately. Rick Anderson, Executive Chairman, has been appointed Chair of the Corporate Responsibility Committee and member of the Nomination Committee, effective immediately. These changes follow the retirement of Sir Christopher Gent, at the AGM earlier today and as previously announced on 25 March 2019. This statement is made in accordance with Listing Rule 9.6.11.

About ConvaTec

ConvaTec is a global medical products and technologies company focused on therapies for the management of chronic conditions, with leading market positions in advanced wound care, ostomy care, continence and critical care, and infusion devices. ConvaTec's products provide a range of clinical and economic benefits including infection prevention, protection of at-risk skin, improved patient outcomes and reduced total cost of care. To learn more about ConvaTec, please visit www.convatecgroup.com where a copy of this announcement can also be found.

Enquiries

Analysts and Investors

   John Crosse, VP Investor Relations, ConvaTec                             [phone] 
   Mark Reynolds, Director Investor Relations, ConvaTec                 [phone] 

[e-mail]

Media

   Bobby Leach, VP Group Corporate Affairs, ConvaTec                   [phone] 

Alastair Elwen, Finsbury [phone]

   LEI:   213800LS272L4FIDOH92 

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May 09, 2019 11:30 ET (15:30 GMT)