TIDMITE
RNS Number : 0341O
ITE Group PLC
24 January 2019
24 January 2019
ITE Group plc (the 'Company')
Announcement of Results of Annual General Meeting
The Annual General Meeting of ITE Group plc was held at 9am on
Thursday 24 January 2019.
All resolutions were passed on a show of hands at the
meeting.
The results of the proxy votes received in advance of the
meeting are reported below:
Resolution For* Against Votes Withheld**
1. Receive the Report and Accounts
for 2018 635,544,792 58,855 346,952
------------ ------------ -----------------
2. Declaration of final dividend 635,949,583 1,016 0
------------ ------------ -----------------
3. Election of Richard Last as
a Director 479,447,410 154,312,790 2,190,399
------------ ------------ -----------------
4. Re-election of Sharon Baylay
as a Director 575,214,689 60,735,910 0
------------ ------------ -----------------
5. Re-election of Andrew Beach
as a Director 633,293,411 2,657,188 0
------------ ------------ -----------------
6. Re-election of Stephen Puckett
as a Director 609,923,857 26,026,742 0
------------ ------------ -----------------
7. Re-election of Mark Shashoua
as a Director 633,371,496 2,579,103 0
------------ ------------ -----------------
8. Re-appointment of Deloitte as
auditors of the company 613,267,260 22,683,339 0
------------ ------------ -----------------
9. Authorise the Directors to determine
the auditors' remuneration. 635,853,736 96,863 0
------------ ------------ -----------------
10. Approve the Directors' Remuneration
Policy 404,779,176 231,169,758 1,665
------------ ------------ -----------------
11. Approve the Directors' Remuneration
Report 605,799,287 30,151,312 0
------------ ------------ -----------------
12. Approve the amended ITE Group
Plc Employees Performance Share
Plan 2014 405,611,298 230,339,301 0
------------ ------------ -----------------
13. To authorise the Directors
to allot relevant securities 612,101,029 23,849,570 0
------------ ------------ -----------------
14. To disapply pre-emption rights
in certain circumstances 635,922,464 28,135 0
------------ ------------ -----------------
15. To disapply pre-emption rights
in respect of an allotment of equity
securities in connection with an
acquisition or specified capital
investment. 543,429,132 92,521,467 0
------------ ------------ -----------------
16. Renew the Company's authority
to make market purchase of its
own shares 635,739,676 114,060 96,863
------------ ------------ -----------------
17. Authorise General Meetings
(other than AGMs) on not less than
14 clears days' notice. 530,317,791 105,632,808 0
------------ ------------ -----------------
* Includes those votes giving the Chairman discretion
** A 'vote withheld' is not a vote in law and is not counted
towards the votes cast 'for' or 'against' a resolution.
The Company's issued share capital at 22 January 2019 was
741,618,456 ordinary shares.
Proxies appointing the Chairman of the meeting were received
from shareholders of 635,950,599 shares representing 85.75% of the
issued share capital.
A copy of the resolutions passed as special business at the AGM
has been submitted to the National Storage Mechanism and will
shortly be available to inspection at www.morningstar.co.uk
The Board recognises that a minority of shareholders voted
against the election of Richard Last, and understands that some
investors hold the view that Richard serves on too many company
boards. The Board is of the unanimous view that Richard is able to
devote the necessary time to ITE notwithstanding his other
commitments. Since joining the Board in 2018, Richard has provided
an exceptional level of commitment to his role during a period of
considerable change for the Company and this has included
significant engagement with shareholders. He has attended all Board
and relevant Committee meetings since his appointment and has been
available at all times for ITE business. Richard will continue to
review and manage his commitments to ensure that he is able to
continue to make the appropriate level of commitment to his role as
Chairman of ITE.
The Board also notes that a minority of shareholders voted
against the resolutions to approve the remuneration policy and to
amend the Performance Share Plan. The Board understands that some
investors did not support these resolutions in the light of
concerns regarding the size of the proposed PSP award to be granted
to the Executive Directors in 2019. The Remuneration Committee
undertook an extensive consultation exercise with major
shareholders and proxy voting agencies on the terms of the PSP
proposal and believes that the award is an appropriate incentive
for the management team for the next three-year period and that the
policy is aligned with shareholders interests. Full vesting of the
award will depend upon the satisfaction of exceptionally
challenging performance conditions and the achievement of a minimum
share price underpin, delivering value to shareholders.
The Board appreciates the feedback it has received to date on
the above matters, and looks forward to continuing to engage in a
dialogue with our shareholders.
For further information please contact:
ITE Group plc
Melissa McVeigh, Director of
Communications +44 (0)20 7596 5000
FTI Consulting
Charles Palmer / Harry Staight +44 (0)20 3727 1000
About ITE Group plc
ITE Group plc was founded in 1991 and is now one of the world's
leading organisers of international exhibitions and
conferences.
ITE Group's strategic vision is to create the world's leading
portfolio of content-driven, must-attend events delivering an
outstanding experience and ROI for our customers. In May 2017 the
Group launched its Transformation & Growth (TAG) programme,
which is designed to transform the Company from a geographic-led
business to a product-led business that focuses on market-leading
events, wherever they are in the world. ITE strives to run the best
shows and offer the best service to its customers throughout the
world regardless of location. By putting exhibitors and visitors at
the heart of everything we do, we plan to drive sustainable growth
for our shareholders.
ITE Group is a public limited company and has been listed on the
main market of the London Stock Exchange since 1998.
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END
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