TIDMSNWS
RNS Number : 7250N
Smiths News PLC
24 January 2023
24 January 2023
SMITHS NEWS PLC
Result of 2023 Annual General Meeting
Smiths News plc announces that at its Annual General Meeting
(AGM) held at 11.30am today all resolutions put to the meeting were
duly passed by shareholders by way of a poll. The voting results
are shown below.
Resolution For Against Withheld
No. of % No. of % No. of
votes votes votes
------------ -------- ----------- ------- -----------
To receive the Annual
Report and Accounts
for the 52-week period
1 ended 27 August 2022 142,443,674 99.98% 28,136 0.02% 25,829
---------------------------- ------------ -------- ----------- ------- -----------
To approve the directors'
remuneration report
for the 52-week period
2 ended 27 August 2022 133,779,186 93.92% 8,659,997 6.08% 58,456
---------------------------- ------------ -------- ----------- ------- -----------
To approve the directors'
3 remuneration policy 130,074,330 91.34% 12,336,356 8.66% 86,953
---------------------------- ------------ -------- ----------- ------- -----------
4 To declare a final dividend 142,467,201 100.00% 352 0.00% 30,086
---------------------------- ------------ -------- ----------- ------- -----------
5 To re-elect David Blackwood 141,619,516 99.91% 127,466 0.09% 750,657
---------------------------- ------------ -------- ----------- ------- -----------
To re-elect Jonathan
6 Bunting 142,233,905 99.84% 228,623 0.16% 35,111
---------------------------- ------------ -------- ----------- ------- -----------
7 To re-elect Denise Collis 142,399,248 99.95% 66,381 0.05% 32,010
---------------------------- ------------ -------- ----------- ------- -----------
To re-elect Michael
8 Holt 140,842,338 98.86% 1,619,946 1.14% 35,355
---------------------------- ------------ -------- ----------- ------- -----------
9 To re-elect Mark Whiteling 142,421,545 99.97% 40,983 0.03% 35,111
---------------------------- ------------ -------- ----------- ------- -----------
10 To re-elect Paul Baker 142,249,670 99.85% 218,188 0.15% 29,781
---------------------------- ------------ -------- ----------- ------- -----------
11 To re-appoint the auditor 142,316,386 99.89% 151,160 0.11% 30,093
---------------------------- ------------ -------- ----------- ------- -----------
To authorise the Audit
Committee to determine
12 the auditor's remuneration 142,411,180 99.96% 56,070 0.04% 30,389
---------------------------- ------------ -------- ----------- ------- -----------
Authority to make political
13 donations 103,952,786 78.77% 28,017,548 21.23% 10,527,305
---------------------------- ------------ -------- ----------- ------- -----------
14 Authority to allot shares 130,811,550 91.89% 11,541,518 8.11% 144,571
---------------------------- ------------ -------- ----------- ------- -----------
Authority to partially
disapply pre-emption
15 rights* 140,917,650 98.97% 1,459,904 1.03% 120,085
---------------------------- ------------ -------- ----------- ------- -----------
Authority to make market
purchases of ordinary
16 shares* 142,270,540 99.88% 164,536 0.12% 62,563
---------------------------- ------------ -------- ----------- ------- -----------
Authority to call general
meetings (other than
the AGM) on 14 clear
17 days' notice* 117,674,528 82.60% 24,794,012 17.40% 29,099
---------------------------- ------------ -------- ----------- ------- -----------
* Special resolution requiring 75% majority of those votes cast
at the meeting.
The Board acknowledges that, whilst the vote was passed, there
were a significant number of votes cast by one of the Company's
largest shareholders against resolution 13, proposing the Board's
authority to make political donations of up to GBP50,000 in
accordance with Sections 366 and 367 of the Companies Act 2006.
As trailed in the Company's Annual Notice of General Meeting
dated 8 December 2022, neither the Company nor any of its
subsidiaries makes nor has any intention of making any political
donations or incurring any political expenditure whatsoever.
However, it is acknowledged that the Companies Act 2006 defines
'political party', 'political organisation', 'political donation'
and 'political expenditure' widely. As a result, they can
potentially cover activities such as sponsorship, subscriptions,
payment of expenses, paid leave for employees fulfilling certain
public duties, and support for bodies representing the business
community in policy review or reform, each of which the Company
and/or its subsidiaries may see benefit in supporting. Accordingly,
the Board proposed resolution 13 on a precautionary basis only,
being of the view that the flexibility afforded by this authority
was (and continues to be) in the best interests of the Company and
shareholders and to ensure that neither it nor its subsidiaries may
inadvertently commit any breaches of the Companies Act 2006 through
the undertaking of routine activities which would not normally be
considered to result in the making of political donations and/or
political expenditure being incurred.
The Board intends to initiate dialogue with the large
shareholder who cast its votes against resolution 13 in order to
seek to better understand their views and/or any specific concerns
in this area and to consider how the Company may allay any such
concerns or issues. We will publish an update on this engagement,
in accordance with the 2018 edition of the UK Corporate Governance
Code, within six months of the 2023 AGM and will report in the
Company's FY2023 Annual Report what steps have been taken by the
Board in order to better understand shareholders' views in relation
to resolution 13 and what impact any feedback may have on future
decisions to be taken by the Board and actions or resolutions to be
proposed.
Notes:
1. Percentages are rounded to two decimal places.
2. Where shareholders appointed the Chairman as their proxy with
discretion as to voting, their votes were cast in favour of the
resolutions and have been included in the "For" total.
3. A "vote withheld" is not a vote in law and is not counted in
the calculation of the percentages of the votes cast for and
against a resolution.
4. The number of votes validly cast were in respect of
142,471,810 shares, representing 57.53% of the 247,659,200 issued
share capital of the Company, being the total number of shares in
issue at 6.30pm on 23(rd) January 2023.
5. The full text of all of the resolutions is set out in the
Notice of AGM dated 8 December 2022 which is available on the
Company's website. Resolutions 15, 16 and 17 were special
resolutions, requiring 75% majority of those votes cast at the
meeting.
6. In accordance with Listing Rule 9.6.2, a copy of the special
business passed at the AGM, being resolutions 14, 15, 16 and 17,
has been submitted to the National Storage Mechanism at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
7. The results of the AGM voting will also be made available on the Company's website at www.smithsnews.co.uk/investors
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END
RAGBXGDBBXDDGXS
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