Mears Group PLC Result of AGM (4170R)

TIDMMER

RNS Number : 4170R

Mears Group PLC

29 June 2020

29 June 2020

Mears Group PLC

("Mears")

Result of AGM

Mears Group PLC held its Annual General Meeting ("AGM") earlier today.

In summary, Resolutions 1 to 17 and Resolution 19 were duly passed on a poll and Resolution 18 was not passed on a poll. The results of each resolution are 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 2019                83,996,964         451,191               46    84,448,155            76.4% 
                                 -----------  --------------  ---------------  ------------  --------------- 
 2 To approve the Remuneration 
  policy                          58,127,776      26,079,580          383,371    84,207,356            76.2% 
                                 -----------  --------------  ---------------  ------------  --------------- 
 3 To approve the Remuneration 
  report                          62,521,479      17,237,114        4,715,289    79,758,593            72.2% 
                                 -----------  --------------  ---------------  ------------  --------------- 
 4. To approve the 
  Long-Term Incentive 
  Plan                            66,618,893      17,964,291            7,543    84,583,184            76.5% 
                                 -----------  --------------  ---------------  ------------  --------------- 
 5 To re-appoint Grant 
  Thornton UK LLP as 
  auditor of the Company          76,758,648       7,199,340          632,739    83,957,988            76.0% 
                                 -----------  --------------  ---------------  ------------  --------------- 
 6 To authorise the 
  Directors to fix the 
  remuneration of the 
  auditor                         84,383,531          82,008              859    84,465,539            76.4% 
                                 -----------  --------------  ---------------  ------------  --------------- 
 7 To elect Kieran 
  Murphy                          69,590,260      14,854,582            3,359    84,444,842            76.4% 
                                 -----------  --------------  ---------------  ------------  --------------- 
 8 To re-elect David 
  Miles                           69,595,123      14,849,720            3,359    84,444,843            76.4% 
                                 -----------  --------------  ---------------  ------------  --------------- 
 9 To re-elect Andrew 
  Smith                           69,532,339      14,912,504            3,359    84,444,843            76.4% 
                                 -----------  --------------  ---------------  ------------  --------------- 
 10 To re-elect Alan 
  Long                            69,597,123      14,847,720            3,359    84,444,843            76.4% 
                                 -----------  --------------  ---------------  ------------  --------------- 
 11 To re-elect Geraint 
  Davies                          63,257,594      14,880,542        6,452,592    78,138,136            70.7% 
                                 -----------  --------------  ---------------  ------------  --------------- 
 12 To re-elect Julia 
  Unwin                           69,600,866      14,843,977            3,359    84,444,843            76.4% 
                                 -----------  --------------  ---------------  ------------  --------------- 
 13 To re-elect Roy 
  Irwin                           67,242,120      17,202,723            3,359    84,444,843            76.4% 
                                 -----------  --------------  ---------------  ------------  --------------- 
 14 To elect Jim Clarke           69,972,366      14,472,477            3,359    84,444,843            76.4% 
                                 -----------  --------------  ---------------  ------------  --------------- 
 15 To elect Chris 
  Loughlin                        69,600,866      14,469,977          377,359    84,070,843            76.1% 
                                 -----------  --------------  ---------------  ------------  --------------- 
 16 To authorise the 
  Directors to allot 
  relevant securities 
  generally pursuant 
  to Section 551 of 
  the Companies Act 
  2006                            63,154,288      21,293,168              746    84,447,456            76.4% 
                                 -----------  --------------  ---------------  ------------  --------------- 
 17 To authorise the 
  Directors to allot 
  relevant securities 
  pursuant to Section 
  570 of the Companies 
  Act 2006 in connection 
  with a rights issue, 
  open offer or other 
  offer of securities             67,229,349      17,218,307              546    84,447,656            76.4% 
                                 -----------  --------------  ---------------  ------------  --------------- 
 18 To authorise the 
  Directors to allot 
  relevant securities 
  pursuant to Section 
  570 of the Companies 
  Act 2006 for the purpose 
  of financing an acquisition 
  or other capital investment     60,942,010      23,505,645              546    84,447,655            76.4% 
                                 -----------  --------------  ---------------  ------------  --------------- 
 19 To authorise the 
  holding of general 
  meetings on 14 clear 
  days' notice                    69,382,467      15,208,215               46    84,590,682            76.6% 
                                 -----------  --------------  ---------------  ------------  --------------- 
 

Notes:

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

(ii) The number of ordinary shares in issue on 29 June 2020 was 110,503,167. 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 5 June 2020, which is available on the Company's website at https://www.mearsgroup.co.uk/downloads/download/6/meetings-and-voting .

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.

In accordance with the 2018 UK Corporate Governance Code, the Board notes that Resolutions 2 and 3 (concerning the approval of the remuneration policy and the approval of the remuneration report); Resolution 4 (concerning the approval of the LTIP); Resolution 13 (concerning the re-election of Roy Irwin) received 20% or more votes against the Board's recommendation. The Remuneration Committee engaged in extensive consultation with shareholders over the drafting of the Remuneration Policy and refined the policy in line with the feedback received. Many shareholders shared their areas of views and we considered these issues closely as part of our overall review of the policy, making some important changes to our policy as a result. We will continue to monitor evolving views and market practice and intend to consult again with shareholders over the LTIP performance measures.

The Board notes that Resolutions 16 to 18 also received 20% or more votes against the Board's recommendation. Resolution 18 did not meet the threshold to be passed as a special resolution. These resolutions are consistent with the latest investor guidelines. Following shareholder discussions during the previous year, the Board understands that some shareholders vote against these resolutions as a matter of policy. The Board remains committed to continuing an open and transparent dialogue and will accordingly, seek to continue to engage with those shareholders.

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.

For further information, contact:

Mears Group PLC

Ben Westran, Company Secretary Tel: [phone]

Andrew Smith, Finance Director Tel: [phone]

www.mearsgroup.co.uk

Notes for editors

Mears currently employs around 7,500 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 and to provide accommodation and support for the most vulnerable.

We focus on long-term outcomes for people rather than short-term solutions and invest in innovations that have a positive impact on people's quality of life and on their communities' social, economic and environmental wellbeing. Our innovative approaches and market leading positions are intended to create value for our customers and the people they serve while also driving sustainable financial returns for our providers of capital, especially our shareholders.

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June 29, 2020 09:55 ET (13:55 GMT)