Mears Group PLC Result of AGM (6935Q)

TIDMMER

RNS Number : 6935Q

Mears Group PLC

07 June 2018

7 June 2018

Mears Group PLC

("Mears")

Result of AGM

At the Annual General Meeting ("AGM") of Mears, held at Carpenters' Hall, Throgmorton Avenue, London, EC2N 2JJ on 7 June 2018, all resolutions were duly passed on a poll.

The results of each resolution were as follows:

 
 Resolution                          Votes For   Votes Against   Votes withheld   Total votes       Percentage 
                                                                                         cast        of issued 
                                                                                                 share capital 
                                                                                                     voted (%) 
 1: To receive and adopt 
  the Directors' and Auditor's 
  Reports and Audited Accounts 
  for the year ended 31 December 
  2017                              82,327,633         383,044          374,000    82,710,677           79.82% 
                                   -----------  --------------  ---------------  ------------  --------------- 
 2 To approve the Remuneration 
  report                            77,588,906       5,532,133            4,000    83,121,039           80.22% 
                                   -----------  --------------  ---------------  ------------  --------------- 
 3 To re-appoint Grant Thornton 
  UK LLP as auditor of the 
  Company                           82,670,914         413,404              359    83,084,318           80.18% 
                                   -----------  --------------  ---------------  ------------  --------------- 
 4 To authorise the Directors 
  to fix the remuneration 
  of the auditor                    83,079,493           2,184            3,000    83,081,677           80.18% 
                                   -----------  --------------  ---------------  ------------  --------------- 
 5 To approve a final dividend 
  of 8.55p per ordinary share       83,082,663           2,014                0    83,084,677           80.18% 
                                   -----------  --------------  ---------------  ------------  --------------- 
 6 To re-elect Bob Holt             44,061,456      23,960,765       15,102,818    68,022,221           65.64% 
                                   -----------  --------------  ---------------  ------------  --------------- 
 7 To re-elect David Miles          83,054,382          27,249            3,046    83,081,631           80.18% 
                                   -----------  --------------  ---------------  ------------  --------------- 
 8 To re-elect Andrew Smith         82,983,097          98,534            3,046    83,081,631           80.18% 
                                   -----------  --------------  ---------------  ------------  --------------- 
 9 To re-elect Alan Long            83,054,382          27,249            3,046    83,081,631           80.18% 
                                   -----------  --------------  ---------------  ------------  --------------- 
 10 To re-elect Geraint 
  Davies                            82,702,947         378,684            3,046    83,081,631           80.18% 
                                   -----------  --------------  ---------------  ------------  --------------- 
 11 To re-elect Julia Unwin         82,962,509         119,122            3,046    83,081,631           80.18% 
                                   -----------  --------------  ---------------  ------------  --------------- 
 12 To re-elect Roy Irwin           83,079,447           2,184            3,046    83,081,631           80.18% 
                                   -----------  --------------  ---------------  ------------  --------------- 
 13 To re-elect Jason Burt          83,076,947           4,684            3,046    83,081,631           80.18% 
                                   -----------  --------------  ---------------  ------------  --------------- 
 14 To elect Elizabeth Corrado      83,061,447           2,184           21,046    83,063,631           80.16% 
                                   -----------  --------------  ---------------  ------------  --------------- 
 15 To elect Amanda Hillerby        83,036,382          27,249           21,046    83,063,631           80.16% 
                                   -----------  --------------  ---------------  ------------  --------------- 
 16 To authorise the Directors 
  to allot relevant securities 
  generally pursuant to Section 
  551 of the Companies Act 
  2006 in connection with 
  a rights issue, open offer 
  or other offer of securities      66,385,484      16,699,147               46    83,084,631           80.18% 
                                   -----------  --------------  ---------------  ------------  --------------- 
 17 To authorise the Directors 
  to allot relevant securities 
  generally pursuant to Section 
  570 of the Companies Act 
  2006                              71,589,241      11,495,390               46    83,084,631           80.18% 
                                   -----------  --------------  ---------------  ------------  --------------- 
 18 To authorise the Directors 
  to allot relevant securities 
  generally pursuant to Section 
  570 of the Companies Act 
  2006 for the purpose of 
  financing an acquisition 
  or other capital investment       64,412,357      18,672,274               46    83,084,631           80.18% 
                                   -----------  --------------  ---------------  ------------  --------------- 
 19 To authorise the holding 
  of general meetings on 
  14 clear days' notice             72,713,056      10,371,575               46    83,084,631           80.18% 
                                   -----------  --------------  ---------------  ------------  --------------- 
 

Notes:

   (i)            Votes 'For' include those votes giving the Chairman discretion. 

(ii) The number of ordinary shares in issue on 7 June 2018 was 103,621,576. Shareholders are entitled to one vote per share.

(iii) A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes validly cast.

Full details of the resolutions are set out in the Notice of Annual General Meeting dated 4 May 2018 (which is available on the Company's website at https://investors.mearsgroup.co.uk/i/shareholders/meetings%20and%20voting/)

Resolutions 1 to 16 were ordinary resolutions, requiring more than 50 per cent. of shareholders' votes to be cast in favour of the resolutions. Resolutions 17 to 19 were special resolutions, requiring at least 75 per cent. of shareholders' votes to be cast in favour of the resolutions.

The Board notes the outcome of the shareholder vote on Resolution 6 concerning the re-election of the Chairman, Bob Holt. The Board has consulted with a number of shareholders to understand the reasons behind their negative vote and will continue to engage with shareholders on this matter.

Despite engagement with shareholders, the Board notes significant votes against Resolution 16 (Issue of shares) and Resolution 18 (Dis-application of pre-emption rights). These Resolutions are consistent with the latest investor guidelines and with the resolutions approved in previous years. The Company will consult with shareholders voting against these resolutions to understand their views in relation to the specific authorities sought. The outcome of this exercise will be reported back to the Board for further consideration and a summary of any decisions or actions taken by the Board as a result will be included in the explanatory materials accompanying the notice of annual general meeting in 2019.

A copy of all the resolutions passed at the Annual General Meeting has been submitted to the Financial Conduct Authority via the National Storage Mechanism and will shortly be available for inspection at http://www.morningstar.co.uk/uk/nsm.

For further information, contact:

Mears Group PLC

Andrew Smith, Finance Director Tel: [phone]

www.mearsgroup.co.uk

Buchanan

Mark Court, Sophie Wills, Catriona Flint Tel: [phone]

[e-mail]

Notes for editors

Mears employs around 12,000 people and provides services in every region of the UK. In partnership with our Housing clients, we maintain, repair and upgrade the homes of hundreds of thousands of people in communities from remote rural villages to large inner city estates. Mears has extended its activities to provide broader housing solutions to solve the challenge posed by the lack of affordable housing. Our Care teams provide support to over 15,000 people a year, enabling older and disabled people to continue living in their own homes.

We focus on long-term outcomes for people rather than short-term solutions, and invest in innovations that make a positive impact on people's quality of life and on their communities' social, economic and environmental wellbeing.

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

RAGKMGGVFNNGRZM

(END) Dow Jones Newswires

June 07, 2018 10:30 ET (14:30 GMT)