TIDMCAPC
RNS Number : 2717Y
Capital & Counties Properties Plc
11 May 2021
11 May 2021
CAPITAL & COUNTIES PROPERTIES PLC (the "Company")
RESOLUTIONS PASSED AT 2021 ANNUAL GENERAL MEETING
The results of the voting by poll on the resolutions put to the
Company's 2021 Annual General Meeting held on 11 May 2021 are as
follows:
Resolutions For: % Against: % Total votes % of Withheld:
cast: issued
share
capital
1. To receive the
accounts and reports
of the Directors
and the Auditors
for the year ended
31 December 2020 686,287,947 100.00% 1,409 0.00% 686,289,356 80.63% 724,463
------------ -------- ------------ ------- ------------ --------- ----------
2. To re-elect Henry
Staunton as a Director 645,053,847 94.22% 39,552,392 5.78% 684,606,239 80.44% 1,407,580
------------ -------- ------------ ------- ------------ --------- ----------
3. To re-elect Ian
Hawksworth as a
Director 661,847,376 96.37% 24,918,863 3.63% 686,766,239 80.69% 247,580
------------ -------- ------------ ------- ------------ --------- ----------
4. To re-elect Situl
Jobanputra as a
Director 677,542,140 98.66% 9,224,099 1.34% 686,766,239 80.69% 247,580
------------ -------- ------------ ------- ------------ --------- ----------
5. To re-elect Michelle
McGrath as a Director 678,580,698 98.81% 8,185,541 1.19% 686,766,239 80.69% 247,580
------------ -------- ------------ ------- ------------ --------- ----------
6. To re-elect Charlotte
Boyle as a Director 680,869,131 99.14% 5,897,108 0.86% 686,766,239 80.69% 247,580
------------ -------- ------------ ------- ------------ --------- ----------
7. To re-elect Jonathan
Lane as a Director 668,836,416 97.39% 17,929,823 2.61% 686,766,239 80.69% 247,580
------------ -------- ------------ ------- ------------ --------- ----------
8. To re-elect Anthony
Steains as a Director 681,922,804 99.29% 4,843,018 0.71% 686,765,822 80.69% 247,997
------------ -------- ------------ ------- ------------ --------- ----------
9. To re-appoint
PricewaterhouseCoopers
LLP as Auditors 613,511,097 89.33% 73,248,031 10.67% 686,759,128 80.69% 254,691
------------ -------- ------------ ------- ------------ --------- ----------
10. To authorise
the Audit Committee
of the Board to
determine the Auditors'
remuneration 679,055,708 98.88% 7,712,043 1.12% 686,767,751 80.69% 246,068
------------ -------- ------------ ------- ------------ --------- ----------
11. To approve the
Directors' Remuneration
Report for the year
ended 31 December
2020 (other than
the Directors' Remuneration
Policy) 641,795,381 94.12% 40,093,171 5.88% 681,888,552 80.12% 5,125,267
------------ -------- ------------ ------- ------------ --------- ----------
12. To authorise
the Directors to
allot the unissued
share capital up
to a specified amount
(s.551) (Companies
Act 2006) 540,215,124 78.66% 146,544,172 21.34% 686,759,296 80.69% 254,523
------------ -------- ------------ ------- ------------ --------- ----------
13. Special Resolution:
To disapply pre-emption
provisions of s.561(1)
of the Companies
Act 2006 up to a
specified amount 566,118,795 82.43% 120,638,756 17.57% 686,757,551 80.69% 256,268
------------ -------- ------------ ------- ------------ --------- ----------
14. Special Resolution:
To authorise the
Company to purchase
its own shares 655,487,090 95.70% 29,483,872 4.30% 684,970,962 80.48% 2,042,859
------------ -------- ------------ ------- ------------ --------- ----------
15. Special Resolution:
To allow General
Meetings (other
than AGMs) to be
held on 14 clear
days' notice 638,371,962 92.95% 48,387,336 7.05% 686,759,298 80.69% 254,521
------------ -------- ------------ ------- ------------ --------- ----------
16. Special Resolution:
To adopt new Articles
of Association of
the Company in substitution
for and to the exclusion
of the Company's
existing Articles 686,763,320 100.00% 3,588 0.00% 686,766,908 80.69% 246,911
------------ -------- ------------ ------- ------------ --------- ----------
Notes:
1. Any proxy appointments which gave discretion to the Chairman
have been included in the 'for' total.
2. A 'vote withheld' is not a vote in law and is not counted in
the calculation of the proportion of the votes for or against a
resolution.
3. Total voting rights of shares in issue: 851,119,601. Every
shareholder has one vote for every ordinary share held.
The Board notes that although resolution 12 was passed with the
requisite majority, 21.34% of votes received were against the
resolution. This voting outcome reflects differing market practice
between the UK and South Africa, where shareholders usually approve
more restricted levels of authority to issue shares, and prefer to
vote on proposed allotments of shares on a case by case basis.
The Company has consulted regularly with its larger
international shareholders on this matter, however many
institutions operate under policies that do not permit this level
of authority to be supported, although a number of our shareholders
do understand the Company's position. As a UK premium listed
company, the Board considers it appropriate to seek authorities in
line with the Investment Association's Share Capital Management
Guidelines, to allow the Company to respond to market developments
and to enable allotments to take place to finance business
opportunities as they arise. The Board will continue to engage with
our international shareholders on this topic, however as the voting
outcome reflects the difficulty in balancing the expectations of
different markets, it is likely that there will continue to be
significant votes against this resolution.
As announced on 15 February 2021, Jonathan Lane became Chairman
of the Company's Remuneration Committee at the conclusion of the
Annual General Meeting.
In accordance with paragraph 9.6.2 of the Listing Rules, copies
of the resolutions passed at the meeting, other than resolutions
concerning ordinary business, have been submitted to the National
Storage Mechanism and will shortly be available for inspection at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
Enquiries:
Ruth Pavey
Company Secretary
Telephone +44 20 3214 9170
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