ITE Group PLC Announcement of Results of Annual General Meeting (0341O)

TIDMITE

RNS Number : 0341O

ITE Group PLC

24 January 2019

24 January 2019

ITE Group plc (the 'Company')

Announcement of Results of Annual General Meeting

The Annual General Meeting of ITE Group plc was held at 9am on Thursday 24 January 2019.

All resolutions were passed on a show of hands at the meeting.

The results of the proxy votes received in advance of the meeting are reported below:

 
 Resolution                                 For*          Against       Votes Withheld** 
 1. Receive the Report and Accounts 
  for 2018                                  635,544,792   58,855        346,952 
                                           ------------  ------------  ----------------- 
 2. Declaration of final dividend           635,949,583   1,016         0 
                                           ------------  ------------  ----------------- 
 3. Election of Richard Last as 
  a Director                                479,447,410   154,312,790   2,190,399 
                                           ------------  ------------  ----------------- 
 4. Re-election of Sharon Baylay 
  as a Director                             575,214,689   60,735,910    0 
                                           ------------  ------------  ----------------- 
 5. Re-election of Andrew Beach 
  as a Director                             633,293,411   2,657,188     0 
                                           ------------  ------------  ----------------- 
 6. Re-election of Stephen Puckett 
  as a Director                             609,923,857   26,026,742    0 
                                           ------------  ------------  ----------------- 
 7. Re-election of Mark Shashoua 
  as a Director                             633,371,496   2,579,103     0 
                                           ------------  ------------  ----------------- 
 8. Re-appointment of Deloitte as 
  auditors of the company                   613,267,260   22,683,339    0 
                                           ------------  ------------  ----------------- 
 9. Authorise the Directors to determine 
  the auditors' remuneration.               635,853,736   96,863        0 
                                           ------------  ------------  ----------------- 
 10. Approve the Directors' Remuneration 
  Policy                                    404,779,176   231,169,758   1,665 
                                           ------------  ------------  ----------------- 
 11. Approve the Directors' Remuneration 
  Report                                    605,799,287   30,151,312    0 
                                           ------------  ------------  ----------------- 
 12. Approve the amended ITE Group 
  Plc Employees Performance Share 
  Plan 2014                                 405,611,298   230,339,301   0 
                                           ------------  ------------  ----------------- 
 13. To authorise the Directors 
  to allot relevant securities              612,101,029   23,849,570    0 
                                           ------------  ------------  ----------------- 
 14. To disapply pre-emption rights 
  in certain circumstances                  635,922,464   28,135        0 
                                           ------------  ------------  ----------------- 
 15. To disapply pre-emption rights 
  in respect of an allotment of equity 
  securities in connection with an 
  acquisition or specified capital 
  investment.                               543,429,132   92,521,467    0 
                                           ------------  ------------  ----------------- 
 16. Renew the Company's authority 
  to make market purchase of its 
  own shares                                635,739,676   114,060       96,863 
                                           ------------  ------------  ----------------- 
 17. Authorise General Meetings 
  (other than AGMs) on not less than 
  14 clears days' notice.                   530,317,791   105,632,808   0 
                                           ------------  ------------  ----------------- 
 

* Includes those votes giving the Chairman discretion

** A 'vote withheld' is not a vote in law and is not counted towards the votes cast 'for' or 'against' a resolution.

The Company's issued share capital at 22 January 2019 was 741,618,456 ordinary shares.

Proxies appointing the Chairman of the meeting were received from shareholders of 635,950,599 shares representing 85.75% of the issued share capital.

A copy of the resolutions passed as special business at the AGM has been submitted to the National Storage Mechanism and will shortly be available to inspection at www.morningstar.co.uk

The Board recognises that a minority of shareholders voted against the election of Richard Last, and understands that some investors hold the view that Richard serves on too many company boards. The Board is of the unanimous view that Richard is able to devote the necessary time to ITE notwithstanding his other commitments. Since joining the Board in 2018, Richard has provided an exceptional level of commitment to his role during a period of considerable change for the Company and this has included significant engagement with shareholders. He has attended all Board and relevant Committee meetings since his appointment and has been available at all times for ITE business. Richard will continue to review and manage his commitments to ensure that he is able to continue to make the appropriate level of commitment to his role as Chairman of ITE.

The Board also notes that a minority of shareholders voted against the resolutions to approve the remuneration policy and to amend the Performance Share Plan. The Board understands that some investors did not support these resolutions in the light of concerns regarding the size of the proposed PSP award to be granted to the Executive Directors in 2019. The Remuneration Committee undertook an extensive consultation exercise with major shareholders and proxy voting agencies on the terms of the PSP proposal and believes that the award is an appropriate incentive for the management team for the next three-year period and that the policy is aligned with shareholders interests. Full vesting of the award will depend upon the satisfaction of exceptionally challenging performance conditions and the achievement of a minimum share price underpin, delivering value to shareholders.

The Board appreciates the feedback it has received to date on the above matters, and looks forward to continuing to engage in a dialogue with our shareholders.

For further information please contact:

 
 ITE Group plc 
  Melissa McVeigh, Director of 
  Communications                     [phone] 
 FTI Consulting 
  Charles Palmer / Harry Staight     [phone] 
 

About ITE Group plc

ITE Group plc was founded in 1991 and is now one of the world's leading organisers of international exhibitions and conferences.

ITE Group's strategic vision is to create the world's leading portfolio of content-driven, must-attend events delivering an outstanding experience and ROI for our customers. In May 2017 the Group launched its Transformation & Growth (TAG) programme, which is designed to transform the Company from a geographic-led business to a product-led business that focuses on market-leading events, wherever they are in the world. ITE strives to run the best shows and offer the best service to its customers throughout the world regardless of location. By putting exhibitors and visitors at the heart of everything we do, we plan to drive sustainable growth for our shareholders.

ITE Group is a public limited company and has been listed on the main market of the London Stock Exchange since 1998.

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.

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January 24, 2019 07:24 ET (12:24 GMT)