TIDMBWNG

RNS Number : 6529Y

Brown (N.) Group PLC

10 September 2020

10 September 2020

N BROWN GROUP PLC - RESULTS OF AGM

The Board of Directors of N Brown Group plc (the "Company") announces the results of voting on the resolutions put to shareholders at its Annual General Meeting (the "AGM") held on Thursday 10 September 2020. Details of the resolutions are set out in full in the Notice of AGM circulated to shareholders on 08 July 2020. Copies are available to view and download on the Company's corporate website: https://www.nbrown.co.uk/investors/shareholder-information/agm

In light of the prevailing Government guidance in relation to Covid-19, the AGM was convened with the minimum quorum of shareholders present in order to conduct the business of the meeting. This was facilitated by N Brown.

A poll was held on each of the resolution proposed; all resolutions were passed by the required majority.

Resolutions 1 to 15 (inclusive) were passed as ordinary resolutions and resolutions 16 and 17 were passed as special resolutions.

As the Company has a controlling shareholder, Lord Alliance of Manchester CBE, as defined in the Financial Conduct Authority's Listing Rules, each resolution to elect or re-elect an Independent Non-Executive Director (resolutions 3, 5, 7, 8, 9, 10 and 11) has been approved by a majority of votes cast by:

   -      The shareholders of the Company as a whole; and 
   -      The independent shareholders of the Company. 

The results of votes cast for each resolution were as follows:

 
      RESOLUTION                                      VOTES      % FOR   VOTES AGAINST   % AGAINST   % ISC*    VOTES 
                                                       FOR                                            VOTED    WITHELD 
      To receive the annual accounts of the 
      Company for the 52 weeks ended 29 February 
      2020 together 
      with the directors' and auditors' report 
 1    on those accounts                            172,090,925   99.99           1,500        0.01    60.21      2,672 
     -------------------------------------------  ------------  ------  --------------  ----------  -------  --------- 
 2    To approve the Directors Remuneration        171,973,863   99.94         109,805        0.06    60.21     11,429 
      Report for the year ended 2 March 2019 
     -------------------------------------------  ------------  ------  --------------  ----------  -------  --------- 
 3    To elect as a director Vicky Mitchell        172,035,952   99.99           9,666        0.01    60.19     49,479 
     -------------------------------------------  ------------  ------  --------------  ----------  -------  --------- 
 4    To elect as a director Rachel Izzard         172,036,739   99.99           8,879        0.01    60.19     49,479 
     -------------------------------------------  ------------  ------  --------------  ----------  -------  --------- 
 5    To re-elect as a director Matt Davies        172,013,086   99.95          79,089        0.05    60.21      2,922 
     -------------------------------------------  ------------  ------  --------------  ----------  -------  --------- 
 6    To re-elect as a director Lord Alliance of   172,081,462   99.99           9,213        0.01    60.21      4,422 
      Manchester CBE 
     -------------------------------------------  ------------  ------  --------------  ----------  -------  --------- 
 7    To re-elect as a director Ron McMillan       172,066,889   99.99          20,589        0.01    60.21      7,619 
     -------------------------------------------  ------------  ------  --------------  ----------  -------  --------- 
 8    To re-elect as a director Lesley Jones       172,022,836   99.96          66,142        0.04    60.21      6,119 
     -------------------------------------------  ------------  ------  --------------  ----------  -------  --------- 
 9    To re-elect as a director Richard Moross     172,068,389   99.99          11,473        0.01    60.21     15,235 
     -------------------------------------------  ------------  ------  --------------  ----------  -------  --------- 
 10   To re-elect as a director Gill Barr          172,069,873   99.99          20,605        0.01    60.21      4,619 
     -------------------------------------------  ------------  ------  --------------  ----------  -------  --------- 
 11   To re-elect as a director Michael Ross       172,076,005   99.99          11,473        0.01    60.21      7,619 
     -------------------------------------------  ------------  ------  --------------  ----------  -------  --------- 
 12   To re-elect as a director Steve Johnson      172,078,955   99.99          11,523        0.01    60.21      4,619 
     -------------------------------------------  ------------  ------  --------------  ----------  -------  --------- 
 13   To re-appoint KPMG LLP as the Company's      172,043,944   99.99          12,676        0.01    60.20     38,477 
      auditors 
     -------------------------------------------  ------------  ------  --------------  ----------  -------  --------- 
 14   To authorise the directors to fix the        172,084,583   99.99           6,308        0.01    60.21      4,206 
      auditors' remuneration 
     -------------------------------------------  ------------  ------  --------------  ----------  -------  --------- 
 15   Director's authorisation to allot shares     172,010,941   99.96          76,950        0.04    60.21      7,206 
      in the Company ... up to an aggregate 
      nominal amount 
      of GBP10,530,106... (full resolution in 
      AGM notice) 
     -------------------------------------------  ------------  ------  --------------  ----------  -------  --------- 
 16   Granting of Section 561 authority            171,942,832   99.92         145,059        0.08    60.21      7,206 
      permitting an allotment of shares by the 
      Directors for cash 
      without pre-emption rights... (full 
      resolution in AGM notice) 
     -------------------------------------------  ------------  ------  --------------  ----------  -------  --------- 
 17   Permitting a general meeting of the          171,766,965   99.81         326,960        0.19    60.21      1,172 
      Company, other than an annual general 
      meeting, to be called 
      on not less than 14 clear days' notice 
     -------------------------------------------  ------------  ------  --------------  ----------  -------  --------- 
 

* Issued Share Capital

Independent Non-Executive Director

The results cast by independent shareholders on the resolutions concerning the re- election of the independent Non-Executive Directors were as follows:

 
      RESOLUTION                                   VOTES        %      VOTES        %       % ISC*    VOTES 
                                                     FOR       FOR     AGAINST    AGAINST    VOTED    WITHELD 
 3    To elect as a director Vicky Mitchell      86,179,866   99.99      9,666       0.01    30.16     49,479 
     -----------------------------------------  -----------  ------  ---------  ---------  -------  --------- 
 5    To re-elect as a director Matt Davies      86,157,000   99.91     79,089       0.09    30.17      2,922 
     -----------------------------------------  -----------  ------  ---------  ---------  -------  --------- 
 7    To re-elect as a director Ron McMillan     86,210,803   99.98     20,589       0.02    30.17      7,619 
     -----------------------------------------  -----------  ------  ---------  ---------  -------  --------- 
 8    To re-elect as a director Lesley Jones     86,166,750   99.92     66,142       0.08    30.17      6,119 
     -----------------------------------------  -----------  ------  ---------  ---------  -------  --------- 
 9    To re-elect as a director Richard Moross   86,212,303   99.99     11,473       0.01    30.17     15,235 
     -----------------------------------------  -----------  ------  ---------  ---------  -------  --------- 
 10   To re-elect as a director Gill Barr        86,213,787   99.98     20,605       0.02    30.17      4,619 
     -----------------------------------------  -----------  ------  ---------  ---------  -------  --------- 
 11   To re-elect as a director Michael Ross     86,219,919   99.99     11,473       0.01    30.17      7,619 
     -----------------------------------------  -----------  ------  ---------  ---------  -------  --------- 
 

* Issued share capital

Notes:

1. As at the date of the AGM, the Company had 285,817,178 ordinary shares in issue. The Company did not hold any shares in treasury and therefore the number of total voting rights as at the date of the AGM was 285,817,178.

   2.    The scrutineer of the voting was Link Asset Services, the Company's Share Registrar. 
   3.    Note that a 'vote withheld' is not a vote in law and such votes have not been included in the 

calculation of votes 'for' and 'against' each resolution. Proxy appointments which gave

discretion to the Chairman have been included in the 'for' total above.

In accordance with Listing Rule 9.6.2, copies of the resolutions which constitute special business at the AGM (being resolutions 16 and 17) will be submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism

A copy of this announcement has been posted on the Company's corporate website:

https://www.nbrown.co.uk/investors/shareholder-information/agm

For enquiries, please contact: Theresa Casey, Company Secretary and General Counsel, N Brown Group Plc

Tel: +44 (0)161 238 2208

Registered office:

Griffin House

40 Lever Street

Manchester

M60 6ES

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