PureTech Health PLC Result of AGM (5374A)

TIDMPRTC

RNS Number : 5374A

PureTech Health PLC

30 May 2019

30 May 2019

PureTech Health plc

Results of Annual General Meeting

The Annual General Meeting of PureTech Health plc (LSE: PRTC) ("PureTech Health" or the "Company"), was held at 3.00 pm BST on Wednesday 29 May 2019. All of the resolutions proposed at the Annual General Meeting were duly passed by the shareholders on a poll.

The results of the poll, incorporating the proxy votes lodged in advance of the meeting, are set out below. All resolutions were passed by greater than 90% of the shares voted at the meeting.

 
        Resolutions              For         %       Against      %     Withheld       Total 
                                                                                       votes 
                                                                                        cast 
 001. To approve 
  the Company's 
  Annual Report 
  and Accounts for 
  year ended 31 
  December 2018              210,215,060   100.00       0        0.00       0       210,215,060 
                            ------------  -------  -----------  -----  ----------  ------------ 
 002. To approve 
  the Directors' 
  Remuneration Report        198,555,876   94.45    11,659,058   5.55      125      210,214,934 
                            ------------  -------  -----------  -----  ----------  ------------ 
 003. To approve 
  the Directors' 
  Remuneration Policy        209,293,335   99.56     920,331     0.44     1,393     210,213,666 
                            ------------  -------  -----------  -----  ----------  ------------ 
 004. To elect 
  Mr. Joichi Ito 
  as a director              210,215,060   100.00       0        0.00       0       210,215,060 
                            ------------  -------  -----------  -----  ----------  ------------ 
 005. To elect 
  Dr. Raju Kucherlapati 
  as a director              208,496,306   99.18    1,718,754    0.82       0       210,215,060 
                            ------------  -------  -----------  -----  ----------  ------------ 
 006. To elect 
  Dr. John LaMattina 
  as a director              208,003,184   98.95    2,211,876    1.05       0       210,215,060 
                            ------------  -------  -----------  -----  ----------  ------------ 
 007. To elect 
  Dame Marjorie 
  Scardino as a 
  director                   210,140,788   100.00     8,010      0.00    66,261     210,148,798 
                            ------------  -------  -----------  -----  ----------  ------------ 
 008. To elect 
  Mr. Christopher 
  Viehbacher as 
  a director                 210,215,060   100.00       0        0.00       0       210,215,060 
                            ------------  -------  -----------  -----  ----------  ------------ 
 009. To elect 
  Dr. Robert Langer 
  as a director              209,713,927   99.76     501,132     0.24       0       210,215,059 
                            ------------  -------  -----------  -----  ----------  ------------ 
 010. To elect 
  Dr. Bennett Shapiro 
  as a director              194,031,490   92.88    14,882,202   7.12   1,301,367   208,913,692 
                            ------------  -------  -----------  -----  ----------  ------------ 
 011. To elect 
  Ms. Daphne Zohar 
  as a director              210,215,060   100.00       0        0.00       0       210,215,060 
                            ------------  -------  -----------  -----  ----------  ------------ 
 012. To elect 
  Mr. Stephen Muniz 
  as a director              210,215,060   100.00       0        0.00       0       210,215,060 
                            ------------  -------  -----------  -----  ----------  ------------ 
 013. To reappoint 
  KPMG LLP as Auditors 
  of the Company             210,212,422   100.00     2,638      0.00       0       210,215,060 
                            ------------  -------  -----------  -----  ----------  ------------ 
 014. To authorise 
  the Audit Committee 
  to determine the 
  Auditors' remuneration     210,215,060   100.00       0        0.00       0       210,215,060 
                            ------------  -------  -----------  -----  ----------  ------------ 
 015. To authorise 
  the allotment 
  of shares                  209,756,819   99.78     458,241     0.22       0       210,215,060 
                            ------------  -------  -----------  -----  ----------  ------------ 
 016. To dis-apply 
  pre-emption rights         210,208,060   100.00     2,000      0.00     5,000     210,210,060 
                            ------------  -------  -----------  -----  ----------  ------------ 
 017. To further 
  dis-apply pre-emption 
  rights for acquisitions 
  and specified 
  capital investments.       202,061,471   96.12    8,148,589    3.88     5,000     210,210,060 
                            ------------  -------  -----------  -----  ----------  ------------ 
 018. To authorise 
  market purchase 
  of own shares              206,712,422   98.33    3,502,638    1.67       0       210,215,060 
                            ------------  -------  -----------  -----  ----------  ------------ 
 019. To authorise 
  general meetings 
  to be called on 
  not less than 
  14 clear days' 
  notice                     209,617,985   99.72     592,075     0.28     5,000     210,210,060 
                            ------------  -------  -----------  -----  ----------  ------------ 
 

Due to its shareholding in the Company, Invesco Asset Management Limited is deemed to be a controlling shareholder as defined in the Financial Conduct Authority's Listing Rules. Accordingly, each resolution to elect an independent director (resolutions 5, 6, 7 and 8) has under Listing Rule 9.2.2E been approved by a majority of the votes cast by:

   --    the shareholders of the Company as a whole; and 

-- the independent shareholders of the Company, that is, all the shareholders entitled to vote on each resolution excluding the controlling shareholder as shown below.

 
       Resolutions             For         %       Against     %     Withheld      Total 
                                                                                   votes 
                                                                                    cast 
 005. To elect 
  Dr. Raju Kucherlapati 
  as a director            118,334,309   98.57    1,718,754   1.43      0       120,053,063 
                          ------------  -------  ----------  -----  ---------  ------------ 
 006. To elect 
  Dr. John LaMattina 
  as a director            117,841,187   98.16    2,211,876   1.84      0       120,053,063 
                          ------------  -------  ----------  -----  ---------  ------------ 
 007. To elect 
  Dame Marjorie 
  Scardino as a 
  director                 119,978,791   99.99      8,010     0.01    66,261    119,986,801 
                          ------------  -------  ----------  -----  ---------  ------------ 
 008. To elect 
  Mr. Christopher 
  Viehbacher as 
  a director               120,053,063   100.00       0       0.00      0       120,053,063 
                          ------------  -------  ----------  -----  ---------  ------------ 
 

Notes:

(1) A vote "Withheld" is not a vote in law and is not counted in the calculation of the votes "For" or "Against" a resolution.

(2) As at 28 May 2019, the number of issued shares in the Company was 282,493,867 ordinary shares, which was the total number of shares entitling the holders to attend and vote for or against all the resolutions at the AGM. In accordance with the Company's Articles of Association, on a poll every member present in person or by proxy has one vote for every share held.

(3) The full text of the resolutions may be found in the Notice of the Annual General Meeting, copies of which are available on both the Company's website www.puretechhealth.com/ and on the National Storage Mechanism.

(4) In accordance with Listing Rule 9.6.2, a copy of the resolutions, other than those concerning ordinary business has been submitted to the National Storage Mechanism and will shortly be available for inspection at: www.morningstar.co.uk/uk/NSM.

About PureTech Health

PureTech Health (LSE: PRTC) is an advanced biopharmaceutical company developing BIG medicines for dysfunctions of the Brain-Immune-Gut axis. The Company has gained deep insights into the connection between these systems and the resulting role in diseases that have proven resistant to established therapeutic approaches. By harnessing this emerging field of human biology, PureTech Health is developing new categories of medicines with the potential to have great impact on people with serious diseases.

PureTech Health is advancing a rich pipeline of innovative therapies with an unbiased, non-binary, and capital efficient R&D model across its affiliates and its internal labs. PureTech's affiliates include seven clinical-stage platforms, including one product that has been cleared by the US Food and Drug Administration (FDA) and a second product candidate that has been filed with the FDA for review, and several other novel preclinical programmes. The PureTech Health pipeline includes ground-breaking platforms and therapeutic candidates that were developed in collaboration with some of the world's leading experts.

PureTech's internal research and development is centred on tissue-selective immunomodulation for the treatment of oncology, autoimmune, and CNS-related disorders, with a near-term focus on targeting newly-discovered, foundational immunosuppressive mechanisms in oncology and novel approaches that harness the lymphatic infrastructure.

For more information, visit www.puretechhealth.com or connect with us on Twitter @puretechh.

Forward Looking Statement

This press release contains statements that are or may be forward-looking statements, including statements that relate to the company's future prospects, developments and strategies. The forward-looking statements are based on current expectations and are subject to known and unknown risks and uncertainties that could cause actual results, performance and achievements to differ materially from current expectations, including, but not limited to, those risks and uncertainties described in the risk factors included in the regulatory filings for PureTech Health plc. These forward-looking statements are based on assumptions regarding the present and future business strategies of the company and the environment in which it will operate in the future. Each forward-looking statement speaks only as at the date of this press release. Except as required by law and regulatory requirements, neither the company nor any other party intends to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise.

 
 Contact: 
  Investors                  EU media                       US media 
 Allison Mead Talbot       Ben Atwell, Rob Winder         Tom Donovan 
  [phone]           [phone]           [phone] 
  [e-mail]    [e-mail]   [e-mail] 
 

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May 30, 2019 02:00 ET (06:00 GMT)