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Share Name Share Symbol Market Type Share ISIN Share Description
Mears Group Plc LSE:MER London Ordinary Share GB0005630420 ORD 1P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  -3.00 -1.44% 206.00 206.00 208.00 210.00 205.00 205.00 22,298 16:35:29
Industry Sector Turnover (m) Profit (m) EPS - Basic PE Ratio Market Cap (m)
Support Services 805.8 -15.2 40.2 5.1 229

Mears Group PLC Result of AGM

29/06/2021 3:20pm

UK Regulatory (RNS & others)


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RNS Number : 5331D

Mears Group PLC

29 June 2021

29 June 2021

Mears Group PLC

("Mears")

Result of AGM

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

In summary, all resolutions were duly 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 2020                93,900,388          12,473          391,433    93,912,861            84.7% 
                                 -----------  --------------  ---------------  ------------  --------------- 
 2 To approve the Remuneration 
  report                          70,850,552      21,665,055        1,788,687    92,515,607            83.4% 
                                 -----------  --------------  ---------------  ------------  --------------- 
 3 To re-appoint Ernst 
  & Young LLP as auditor 
  of the Company                  93,921,715         381,582              997    94,303,297            85.0% 
                                 -----------  --------------  ---------------  ------------  --------------- 
 4 To authorise the 
  Directors to fix the 
  remuneration of the 
  auditor                         94,294,923           7,733            1,638    94,302,656            85.0% 
                                 -----------  --------------  ---------------  ------------  --------------- 
 5 To re-elect Kieran 
  Murphy                          72,187,083      22,117,003              208    94,304,086            85.0% 
                                 -----------  --------------  ---------------  ------------  --------------- 
 6 To re-elect David 
  Miles                           70,436,903      16,067,184        7,800,207    86,504,087            78.0% 
                                 -----------  --------------  ---------------  ------------  --------------- 
 7 To re-elect Andrew 
  Smith                           71,962,061      22,342,233                -    94,304,294            85.0% 
                                 -----------  --------------  ---------------  ------------  --------------- 
 8 To re-elect Alan 
  Long                            71,477,140      22,826,947              207    94,304,087            85.0% 
                                 -----------  --------------  ---------------  ------------  --------------- 
 9 To re-elect Julia 
  Unwin                           72,315,339      21,988,633              322    94,303,972            85.0% 
                                 -----------  --------------  ---------------  ------------  --------------- 
 10 To re-elect Jim 
  Clarke                          93,921,877         382,210              207    94,304,087            85.0% 
                                 -----------  --------------  ---------------  ------------  --------------- 
 11 To re-elect Chris 
  Loughlin                        78,518,249      15,785,837              208    94,304,086            85.0% 
                                 -----------  --------------  ---------------  ------------  --------------- 
 12 To elect Claire 
  Gibbard                         80,138,267      14,165,820              207    94,304,087            85.0% 
                                 -----------  --------------  ---------------  ------------  --------------- 
 13 To authorise the 
  Directors to allot 
  relevant securities 
  generally pursuant 
  to Section 551 of 
  the Companies Act 
  2006                            74,611,480      19,692,176              638    94,303,656            85.0% 
                                 -----------  --------------  ---------------  ------------  --------------- 
 14 To adopt the new 
  articles of association 
  of the Company                  94,286,918          15,998            1,378    94,302,916            85.0% 
                                 -----------  --------------  ---------------  ------------  --------------- 
 15 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             79,428,297      14,875,359              638    94,303,656            85.0% 
                                 -----------  --------------  ---------------  ------------  --------------- 
 16 To authorise the 
  holding of general 
  meetings on 14 clear 
  days' notice                    75,758,538      18,545,755                1    94,304,293            85.0% 
                                 -----------  --------------  ---------------  ------------  --------------- 
 

Notes:

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

(ii) The number of ordinary shares in issue on 29 June 2021 was 110,896,897. 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 27 May 2021, which is available on the Company's website at https://www.mearsgroup.co.uk/meetings-voting/2021-notice-of-annual-general-meeting .

Resolutions 1 to 13 were ordinary resolutions, requiring more than 50% of shareholders' votes to be cast in favour of the resolutions. Resolutions 14 to 16 were special resolutions, requiring at least 75% of shareholders' votes to be cast in favour of the resolutions.

The Board is pleased that all resolutions have been approved by shareholders at the 2021 AGM.

In accordance with the UK Corporate Governance Code, the Board notes that Resolution 2 (concerning the approval of the remuneration report), Resolutions 5, 7, 8, and 9 (concerning the re-election of Kieran Murphy, Andrew Smith, Alan Long and Julia Unwin) and Resolution 13 (concerning the allotment of shares) received 20% or more votes against the Board's recommendation.

Resolution 2

The Board notes that the Remuneration Report received 23.4% votes against the Board's recommendation. The Remuneration Committee engaged in extensive consultation with shareholders over the application of the Remuneration policy during the year and refined the application of that policy in line with the feedback received. The Committee also engaged with shareholders ahead of the AGM and endeavoured to explain the context around its application of the policy. Given the range of views which were expressed by shareholders, it was not practicable to reflect them all in designing the terms to apply the policy. The Committee recognises the need to continue to engage with shareholders over the coming year and will do so, in addition to continuing to monitor evolving views and market practice.

Resolutions 5, 7, 8 and 9

The Board notes that the re-election of Kieran Murphy, Andrew Smith, Alan Long and Julia Unwin received 23.5%, 23.7%, 24.2% and 23.3% votes respectively against the Board's recommendation. The Board seeks to maintain the highest standards of governance and to ensure an open and transparent dialogue with all of its shareholders. The Board will continue to engage with those shareholders who have voted against these resolutions.

Resolution 13

The Board notes that resolution 13 concerning the allotment of shares also received 20.9% votes against the Board's recommendation. The Board is aware that a small number of shareholders apply a more stringent voting policy on the allotment of shares resolution than is general market practice. This resolution is consistent with the latest investor guidelines. The Board remains committed to continuing an open and transparent dialogue and will accordingly, seek to continue to engage with shareholders on these matters.

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: +44(0)1452 634600

Andrew Smith, Finance Director Tel: +44(0)7712 866 461

www.mearsgroup.co.uk

Notes for editors

Mears currently employs around 6,000 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 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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END

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