Quilter PLC Result of AGM (3168Z)

TIDMQLT

RNS Number : 3168Z

Quilter PLC

16 May 2019

16 May 2019

Quilter plc

Result of Annual General Meeting 2019

Quilter plc (the "Company") announces that at its Annual General Meeting ("AGM") held earlier today, all the resolutions put to shareholders were passed by the requisite majorities with the exception of resolution 19 ("To authorise the Directors to allot shares") which was largely opposed by South African shareholders. Resolutions 1 to 18 and resolution 23 were passed as ordinary resolutions and resolutions 20, 21, 22 and 24 were passed as special resolutions.

The authority sought by the Company pursuant to resolution 19 is considered routine for UK listed companies and is in accordance with the UK Investment Association's share capital management guidelines and prevailing voting guidelines of leading corporate governance agencies applicable to UK listed companies. Given this, the resolution received overwhelming support from our UK investors. However, certain overseas institutional investors, mainly in South Africa, have not supported this resolution and thus the resolution has been narrowly rejected.

The Company notes that more than 20% of the votes cast on resolution 18 ("To authorise political donations by the Company and its subsidiaries") were against that resolution.

Following the outcome of today's vote, the Company will continue to engage with shareholders to better understand their concerns on both of these issues and, if possible, allay any such concerns for the future. The Company notes that it had specifically not sought a resolution to disapply pre-emption rights to address known concerns regarding potentially dilutive share offers. In accordance with the UK Corporate Governance Code, the Company will provide an update on those discussions in due course.

The results of the poll are set out below.

 
       Resolution         Number of    % of votes     Number of    % of votes    Total number      % of     Number of      Total 
                         votes cast    cast "For"    votes cast          cast        of votes    issued         votes      votes 
                          "For" the           the     "Against"     "Against"            cast     share      Withheld   Withheld 
                         resolution    resolution           the           the                   capital                   as a % 
                                                     resolution    resolution                     voted                       of 
                                                                                                                          issued 
                                                                                                                           share 
                                                                                                                         capital 
       To receive 
       the 2018 
       Report 
 1.    and Accounts   1,349,720,704        100.00         9,858          0.00   1,349,730,562     70.95     1,283,610       0.07 
      -------------  --------------  ------------  ------------  ------------  --------------  --------  ------------  --------- 
       To approve 
       the 
       Remuneration 
 2.    Report         1,203,059,702         96.76    40,251,195          3.24   1,243,310,897     65.36   107,698,990       5.66 
      -------------  --------------  ------------  ------------  ------------  --------------  --------  ------------  --------- 
       To approve 
       the 
       Directors' 
       Remuneration 
 3.    Policy         1,297,617,373         96.61    45,590,929          3.39   1,343,208,302     70.61     7,803,013       0.41 
      -------------  --------------  ------------  ------------  ------------  --------------  --------  ------------  --------- 
       To declare 
       a final 
 4.    dividend       1,350,863,987        100.00        14,881          0.00   1,350,878,868     71.01       132,448       0.01 
      -------------  --------------  ------------  ------------  ------------  --------------  --------  ------------  --------- 
       To re-elect 
       Paul Feeney 
       as a 
 5.    Director       1,344,687,196        100.00        46,739          0.00   1,344,733,935     70.69     6,277,381       0.33 
      -------------  --------------  ------------  ------------  ------------  --------------  --------  ------------  --------- 
       To re-elect 
       Rosemary 
       Harris 
       as a 
 6.    Director       1,342,493,969         99.83     2,235,528          0.17   1,344,729,497     70.69     6,280,391       0.33 
      -------------  --------------  ------------  ------------  ------------  --------------  --------  ------------  --------- 
       To re-elect 
       Glyn Jones 
       as a 
 7.    Director       1,342,444,909         99.83     2,280,482          0.17   1,344,725,391     70.69     6,284,497       0.33 
      -------------  --------------  ------------  ------------  ------------  --------------  --------  ------------  --------- 
       To re-elect 
       Suresh Kana 
       as a 
 8.    Director       1,341,019,311         99.72     3,699,076          0.28   1,344,718,387     70.69     6,291,501       0.33 
      -------------  --------------  ------------  ------------  ------------  --------------  --------  ------------  --------- 
       To re-elect 
       Moira 
       Kilcoyne 
       as a 
 9.    Director       1,344,681,020        100.00        42,050          0.00   1,344,723,070     70.69     6,286,818       0.33 
      -------------  --------------  ------------  ------------  ------------  --------------  --------  ------------  --------- 
       To re-elect 
       Jonathan 
       Little 
       as a 
 10.   Director       1,344,643,755         99.99        82,148          0.01   1,344,725,903     70.69     6,283,985       0.33 
      -------------  --------------  ------------  ------------  ------------  --------------  --------  ------------  --------- 
       To re-elect 
       Ruth 
       Markland 
       as a 
 11.   Director       1,342,483,935         99.83     2,238,075          0.17   1,344,722,010     70.69     6,287,878       0.33 
      -------------  --------------  ------------  ------------  ------------  --------------  --------  ------------  --------- 
       To re-elect 
       Paul 
       Matthews 
       as a 
 12.   Director       1,344,644,424         99.99        79,639          0.01   1,344,724,063     70.69     6,285,825       0.33 
      -------------  --------------  ------------  ------------  ------------  --------------  --------  ------------  --------- 
       To re-elect 
       George Reid 
       as a 
 13.   Director       1,341,869,808         99.79     2,854,226          0.21   1,344,724,034     70.69     6,285,854       0.33 
      -------------  --------------  ------------  ------------  ------------  --------------  --------  ------------  --------- 
       To re-elect 
       Mark Satchel 
       as a 
 14.   Director       1,344,433,564         99.98       288,299          0.02   1,344,721,863     70.69     6,286,597       0.33 
      -------------  --------------  ------------  ------------  ------------  --------------  --------  ------------  --------- 
       To re-elect 
       Catherine 
       Turner 
       as a 
 15.   Director       1,344,682,000        100.00        43,020          0.00   1,344,725,020     70.69     6,284,868       0.33 
      -------------  --------------  ------------  ------------  ------------  --------------  --------  ------------  --------- 
       To 
       re-appoint 
       KPMG LLP as 
       Auditors of 
 16.   the Company    1,142,208,738         84.83   204,227,568         15.17   1,346,436,306     70.78     4,575,009       0.24 
      -------------  --------------  ------------  ------------  ------------  --------------  --------  ------------  --------- 
       To authorise 
       the Board 
       Audit 
       Committee to 
       determine 
       the 
       Auditors' 
 17.   remuneration   1,346,308,167         99.66     4,544,386          0.34   1,350,852,553     71.01       157,335       0.01 
      -------------  --------------  ------------  ------------  ------------  --------------  --------  ------------  --------- 
       To authorise 
       political 
       donations 
       by the 
       Company 
       and its 
 18.   subsidiaries   1,016,956,176         75.52   329,723,994         24.48   1,346,680,170     70.79     4,334,002       0.23 
      -------------  --------------  ------------  ------------  ------------  --------------  --------  ------------  --------- 
       To authorise 
       the 
       Directors 
       to allot 
 19.   shares           697,977,863         49.47   712,861,594         50.53   1,410,839,457     74.17       166,998       0.01 
      -------------  --------------  ------------  ------------  ------------  --------------  --------  ------------  --------- 
       To authorise 
       the Company 
       to purchase 
       its own 
 20.   shares*        1,320,173,918         97.77    30,071,046          2.23   1,350,244,964     70.98       769,207       0.04 
      -------------  --------------  ------------  ------------  ------------  --------------  --------  ------------  --------- 
       To authorise 
       the Company 
       to enter 
       into 
       a Contingent 
       Purchase 
 21.   Contract*      1,340,525,907         99.75     3,366,531          0.25   1,343,892,438     70.65     7,117,449       0.37 
      -------------  --------------  ------------  ------------  ------------  --------------  --------  ------------  --------- 
       To amend the 
       Company's 
       Articles 
       of 
       Association 
       in respect 
       of an 
       Odd-lot 
 22.   Offer*         1,346,094,568         99.98       314,825          0.02   1,346,409,393     70.78     4,601,923       0.24 
      -------------  --------------  ------------  ------------  ------------  --------------  --------  ------------  --------- 

       To authorise 
       the 
       Directors 
       to implement 
       an Odd-lot 
 23.   Offer          1,343,050,631         99.75     3,366,893          0.25   1,346,417,524     70.78     4,596,647       0.24 
      -------------  --------------  ------------  ------------  ------------  --------------  --------  ------------  --------- 
       To approve 
       a contract 
       to purchase 
       shares in 
       respect 
       of an 
       Odd-lot 
 24.   Offer*         1,327,224,696         99.75     3,362,049          0.25   1,330,586,745     69.95     4,594,433       0.24 
      -------------  --------------  ------------  ------------  ------------  --------------  --------  ------------  --------- 
 

*Special resolution

Notes:

i. As at 6:30pm on 14 May 2019, the time by which shareholders who wanted to vote at the AGM must have been entered on the Company's register of members, the number of issued shares in the Company was 1,902,251,098 ordinary shares. In accordance with the Company's Articles of Association, on a poll every member present in person or by proxy had one vote for every share held.

ii. There were no restrictions on shareholders to cast votes on any of the resolutions proposed at the AGM. Votes withheld are not votes in law and therefore have not been counted in the calculation of the proportion of the votes for or against a resolution.

In accordance with section 695 of the Companies Act 2006, votes cast in respect of shares held by or on behalf of Odd-lot Holders on the First Record Date (both terms as defined in the Notice of AGM) were excluded when determining whether resolution 24 was passed. For technical reasons, in order to effect this, the votes cast in respect of the aggregate number of shares that fall within limb (b) of the definition of "Odd-lots" in the Notice of AGM were deducted from their votes cast in favour of the resolution. For information purposes only, the unadjusted number of votes cast in favour of the resolution was 1,343,055,537.

   iii.   All percentages are shown to two decimal places. 

Pursuant to UK Listing Rule 9.6.2R, copies of all resolutions, other than those concerning ordinary business, passed at the AGM today have been submitted to the National Storage Mechanism and will shortly be available to view at http://www.morningstar.co.uk/uk/NSM.

The poll results and a webcast of the AGM will also be available to view shortly on the Company's website at quilter.com/agm.

- ends -

Enquiries:

 
 
 Investor Relations: 
  John-Paul Crutchley       [phone] 
 
  Keilah Codd               [phone] 
 Company Secretary: 
  Patrick Gonsalves         [phone] 
 Camarco 
  Geoffrey Pelham-Lane      [phone] 
 Aprio (South Africa) 
  Julian Gwillim            [phone] 
 

About Quilter plc:

Quilter plc is a leading wealth management business in the UK and internationally, helping to create prosperity for the generations of today and tomorrow.

Quilter plc oversees GBP114.9 billion in investments (as at 31 March 2019).

It has an adviser and customer offering spanning: financial advice; investment platforms; multi-asset investment solutions; and discretionary fund management.

The business is comprised of two segments: Advice and Wealth Management and Wealth Platforms.

Advice and Wealth Management encompasses the financial planning network, Intrinsic; Quilter Private Client Advisers; the discretionary fund management business, Quilter Cheviot; and Quilter Investors, the Multi-asset investment solutions business. Wealth Platforms includes the Old Mutual Wealth UK Platform; Old Mutual International, including AAM Advisory in Singapore; and the Old Mutual Wealth Heritage life assurance business.

The Quilter plc businesses are being re-branded to Quilter over a period of approximately two years:

-- The Multi-asset business is now Quilter Investors

-- Intrinsic to Quilter Financial Planning

-- The private client advisers business is now Quilter Private Client Advisers

-- The UK Platform to Quilter Wealth Solutions

-- The International business to Quilter International

-- The Heritage life assurance business to Quilter Life Assurance

-- Quilter Cheviot will retain its name.

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

RAGLLFSSEIIRLIA

(END) Dow Jones Newswires

May 16, 2019 11:00 ET (15:00 GMT)