Millennium & Copthorne Hotels PLC Result of AGM (7380Y)

TIDMMLC

RNS Number : 7380Y

Millennium & Copthorne Hotels PLC

10 May 2019

For Immediate Release 10 May 2019

MILLENNIUM & COPTHORNE HOTELS PLC

LEI: 2138003EQ104LZ1JNH19

Result of 2019 Annual General Meeting

Millennium & Copthorne Hotels plc (the "Company") announces that at its Annual General Meeting held today (Friday, 10 May 2019), all of the resolutions put to shareholders were duly passed on a poll. The poll results showing the number of votes received for and against each resolution are set out below. The total number of ordinary shares in issue is 324,793,808 and these carry voting rights of one vote per share.

The votes cast on resolutions 4, 5, 6, 7 and 11 relating to the election or re-election of the independent non-executive Directors, have been calculated separately. These resolutions were duly passed by a majority of votes cast by independent shareholders as well as by a majority of votes cast by all shareholders. The following table includes both the results of the votes cast by the independent shareholders (marked with an **) and the votes cast by all shareholders.

Full details of the resolutions passed, together with explanatory notes, are set out in the Notice of Annual General Meeting, available on the Company's website at https://investors.millenniumhotels.com

 
        Resolution              For/         %       Against       %        Total      Vote Withheld* 
                             Discretion 
 1. To receive 
  the audited 
  accounts and 
  the Auditor's 
  and Directors' 
  Reports for 
  the year ended 
  31 December 
  2018                      312,306,044    99.99      27,357     0.01    312,333,401       18,041 
                           -------------  -------  -----------  ------  ------------  --------------- 
 2. To approve 
  the Directors' 
  Remuneration 
  Report for the 
  year ended 31 
  December 2018             289,551,518    92.78    22,542,361   7.22    312,093,879      257,562 
                           -------------  -------  -----------  ------  ------------  --------------- 
 3. To declare 
  a final dividend 
  of 2.15 pence 
  per ordinary 
  share                     312,351,442    100.00       0        0.00    312,351,442         0 
                           -------------  -------  -----------  ------  ------------  --------------- 
 4. To Elect 
  Paola Bergamaschi 
  Broyd as a Director       290,038,391    93.55    20,000,136   6.45    310,038,527     2,312,915 
                           -------------  -------  -----------  ------  ------------  --------------- 
                            **78,288,904   79.65    20,000,136   20.35   98,289,040      2,312,915 
                           -------------  -------  -----------  ------  ------------  --------------- 
 5. To Re-elect 
  Shaukat Aziz 
  as a Director             289,248,347    92.76    22,565,610   7.24    311,813,957      537,484 
                           -------------  -------  -----------  ------  ------------  --------------- 
                            **77,498,860   77.45    22,565,610   22.55   100,064,470      537,484 
                           -------------  -------  -----------  ------  ------------  --------------- 
 6. To Re-elect 
  Christian de 
  Charnacé 
  as a Director             290,036,560    92.86    22,314,882   7.14    312,351,442         0 
                           -------------  -------  -----------  ------  ------------  --------------- 
                             78,287,073    77.82    22,314,882   22.18   100,601,955         0 
                           -------------  -------  -----------  ------  ------------  --------------- 
 7. To Re-elect 
  Daniel Desbaillets 
  as a Director             290,043,341    92.86    22,308,101   7.14    312,351,442         0 
                           -------------  -------  -----------  ------  ------------  --------------- 
                            **78,293,854   77.83    22,308,101   22.17   100,601,955         0 
                           -------------  -------  -----------  ------  ------------  --------------- 
 8. To Re-elect 
  Kwek Eik Sheng 
  as a Director             290,028,767    92.86    22,311,222   7.14    312,339,989       11,453 
                           -------------  -------  -----------  ------  ------------  --------------- 
 9. To Re-elect 
  Kwek Leng Beng 
  as a Director             285,131,867    91.67    25,911,821   8.33    311,043,688     1,307,753 
                           -------------  -------  -----------  ------  ------------  --------------- 
 10. To Re-elect 
  Kwek Leng Peck 
  as a Director             284,550,273    91.10    27,789,715   8.90    312,339,988       11,453 
                           -------------  -------  -----------  ------  ------------  --------------- 
 11. To Re-elect 
  Martin Leitch 
  as a Director             289,120,049    92.56    23,231,392   7.44    312,351,441         0 
                           -------------  -------  -----------  ------  ------------  --------------- 
                            **77,370,562   76.91    23,231,392   23.09   100,601,954         0 
                           -------------  -------  -----------  ------  ------------  --------------- 
 12. To Re-appoint 
  KPMG LLP as 
  auditor of the 
  Company                   297,271,063    95.88    12,768,511   4.12    310,039,574     2,311,867 
                           -------------  -------  -----------  ------  ------------  --------------- 
 13. To authorise 
  the Directors 
  to determine 
  the auditor's 
  remuneration              312,317,863    99.99      19,880     0.01    312,337,743       13,698 
                           -------------  -------  -----------  ------  ------------  --------------- 
 14. To renew 
  the authority 
  given in regard 
  to pre-emption 
  rights under 
  the terms of 
  the Co-operation 
  Agreement with 
  City Developments 
  Limited                    78,037,454    79.39    20,262,255   20.61   98,299,709     214,051,732 
                           -------------  -------  -----------  ------  ------------  --------------- 
 15. To authorise 
  the Company 
  and its subsidiaries 
  to make political 
  donations and 
  or/political 
  expenditure               288,099,922    92.31    24,013,312   7.69    312,113,234      238,207 
                           -------------  -------  -----------  ------  ------------  --------------- 
 16. To authorise 
  the Directors 
  to allot shares           289,898,488    92.81    22,452,954   7.19    312,351,442         0 
                           -------------  -------  -----------  ------  ------------  --------------- 
 17. To empower 
  the Directors 
  to disapply 
  pre-emption 
  rights over 
  certain issue 
  of shares                 290,032,078    92.86    22,317,119   7.14    312,349,197       2,245 
                           -------------  -------  -----------  ------  ------------  --------------- 
 18. To empower 
  the Directors 
  to disapply 
  pre-emption 
  rights over 
  certain issue 
  of shares in 
  connection with 
  acquisitions 
  or capital investments    284,523,035    91.09    27,824,699   8.91    312,347,734       3,707 
                           -------------  -------  -----------  ------  ------------  --------------- 
 19.To authorise 
  the Company 
  to purchase 
  its own shares            309,409,661    99.06    2,940,318    0.94    312,349,979       1,462 
                           -------------  -------  -----------  ------  ------------  --------------- 
 20. To authorise 
  general meetings, 
  other than an 
  annual general 
  meeting, to 
  be held on 14 
  clear days' 
  notice                    311,773,046    99.82     576,151     0.18    312,349,197       2,245 
                           -------------  -------  -----------  ------  ------------  --------------- 
 

* 'Vote Withheld' is not a vote in law and is not counted in the calculation of the proportion of the votes 'For' and 'Against' a resolution.

** Result of votes cast by independent shareholders.

In accordance with LR 9.6.2 of the UK Listing Authority, the Company has submitted to the National Storage Mechanism copies of all resolutions passed other than resolutions concerning ordinary business at its Annual General Meeting. This information will shortly be available for inspection at http://www.morningstar.co.uk/uk/NSM.

Statement by the Directors

The Board notes that resolutions 4, 5, 6, 7 and 11 were passed with the requisite majority of votes from shareholders and from independent shareholders, but acknowledges that there were a significant number of votes from independent shareholders opposing the election or re-election of the independent non-executive directors. The Board also notes that resolution 14, which simply reminds shareholders of certain pre-emption rights granted to the Company's controlling shareholder, City Developments Limited ("CDL"), under the Co-Operation Agreement between the Company and CDL, was passed as well, but that over 20% of votes were against this resolution.

In response to these voting results, the Board would like to inform the Company's shareholders that it takes their views seriously. While the directors engage with shareholders on a regular basis, the directors will seek to do so over the course of the coming weeks to understand shareholder concerns in respect of the above resolutions in particular as well as any other concerns they may have. The directors further would like to highlight that with the recent appointments of Paola Bergamaschi Broyd and Vicky Williams as directors of the Company, the Board is now comprised of six independent non-executive directors and three directors who are not considered to be independent as they are nominees of CDL. In accordance with the UK Corporate Governance Code, an update on this matter will be provided within six months of this announcement.

Enquiries:

Jonathon Grech, Group General Counsel and Company Secretary [phone]

David Allchurch, Tulchan Communications LLP [phone]

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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May 10, 2019 12:59 ET (16:59 GMT)