TIDMBWNG

RNS Number : 3422E

Brown (N.) Group PLC

06 July 2021

6 July 2021

N BROWN GROUP PLC - RESULTS OF AGM

The Board of Directors of N Brown Group plc (the "Company") announces that at its Annual General Meeting (the "AGM") held on Tuesday 6 July 2021 all resolutions were duly passed. Details of the resolutions are set out in full in the Notice of AGM circulated to shareholders on 11 June 2021. Copies are available to view and download on the Company's corporate website: https://www.nbrown.co.uk/investors/shareholder-information/agm

Given the delay in the lifting of the Government's Covid-19 restrictions and taking into account the constantly evolving nature of the pandemic and the guidance that was in force at the time of the AGM, the Board concluded that it remained appropriate to strongly urge shareholders not to attend the AGM in person this year.

Shareholders were recommended to appoint the Chair as their proxy to vote on the resolutions set out in the notice of meeting. Shareholders were also invited to submit questions on the Annual Report and Accounts and AGM resolution via email ahead of the meeting.

A poll was held on each of the resolutions 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.

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 27 
      February 2021 together 
      with the directors' and auditors' report 
 1    on those accounts                           331,665,728   99.99          16,410        0.01    72.03           0 
     ------------------------------------------  ------------  ------  --------------  ----------  -------  ---------- 
 2    To approve the Directors Remuneration       324,748,979   97.92       6,897,172        2.08    72.02      35,987 
      Report for the year ended 27 February 
      2021 
     ------------------------------------------  ------------  ------  --------------  ----------  -------  ---------- 
 3    To elect as a director Joshua Alliance      331,646,890   99.99          32,051        0.01    72.03       3,197 
     ------------------------------------------  ------------  ------  --------------  ----------  -------  ---------- 
 4    To elect as a director Dominic Platt        331,617,142   99.99          24,528        0.01    72.02      40,468 
     ------------------------------------------  ------------  ------  --------------  ----------  -------  ---------- 
 5    To re-elect as a director Ron McMillan      328,212,080   99.93         214,105        0.07    71.32   3,255,953 
     ------------------------------------------  ------------  ------  --------------  ----------  -------  ---------- 
 6    To re-elect as a director Lord Alliance     331,658,450   99.99          23,688        0.01    72.03           0 
      of Manchester CBE 
     ------------------------------------------  ------------  ------  --------------  ----------  -------  ---------- 
 7    To re-elect as a director Gill Barr         324,903,726   97.96       6,775,215        2.04    72.03       3,197 
     ------------------------------------------  ------------  ------  --------------  ----------  -------  ---------- 
 8    To re-elect as a director Richard Moross    331,464,117   99.94         205,708        0.06    72.03      12,313 
     ------------------------------------------  ------------  ------  --------------  ----------  -------  ---------- 
 9    To re-elect as a director Michael Ross      331,655,098   99.99          23,843        0.01    72.03       3,197 
     ------------------------------------------  ------------  ------  --------------  ----------  -------  ---------- 
 10   To re-elect as a director Vicky Mitchell    331,654,620   99.99          24,321        0.01    72.03       3,197 
     ------------------------------------------  ------------  ------  --------------  ----------  -------  ---------- 
 11   To re-elect as a director Steve Johnson     331,654,857   99.99          24,084        0.01    72.03       3,197 
     ------------------------------------------  ------------  ------  --------------  ----------  -------  ---------- 
 12   To re-elect as a director Rachel Izzard     331,654,620   99.99          24,321        0.01    72.03       3,197 
     ------------------------------------------  ------------  ------  --------------  ----------  -------  ---------- 
 13   To re-appoint KPMG LLP as the Company's     331,590,980   99.97          91,124        0.03    72.03          34 
      auditors 
     ------------------------------------------  ------------  ------  --------------  ----------  -------  ---------- 
 14   To authorise the directors to fix the       331,657,948   99.99          24,190        0.01    72.03           0 
      auditors' remuneration 
     ------------------------------------------  ------------  ------  --------------  ----------  -------  ---------- 
 15   To approve the N Brown Group plc            331,584,623   99.96          95,980        0.03    72.03         535 
      Savings-Related Share Option Scheme 2021 
     ------------------------------------------  ------------  ------  --------------  ----------  -------  ---------- 
 16   Director's authorisation to allot shares    331,473,968   99.94         204,438        0.06    72.03       3,732 
      in the Company ... up to an aggregate 
      nominal amount 
      of GBP16,965,171... (full resolution in 
      AGM notice) 
     ------------------------------------------  ------------  ------  --------------  ----------  -------  ---------- 
 17   Granting of Section 561 authority           331,420,272   99.92         258,134        0.08    72.03       3,732 
      permitting an allotment of shares by the 
      Directors for cash 
      without pre-emption rights... (full 
      resolution in AGM notice) 
     ------------------------------------------  ------------  ------  --------------  ----------  -------  ---------- 
 

* Issued Share Capital

Independent Non-Executive Director

Notes:

1. As at the date of the AGM, the Company had 460,483,231 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 460,483,231.

   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.

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

General Counsel and Company Secretary, N Brown Group plc

+44(0)161 238 2298

Shore Capital - Nomad and Broker

Dru Danford / Stephane Auton / Daniel Bush / John More

+44(0) 20 7408 4090

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