TIDMMMC

RNS Number : 9571N

Management Consulting Group PLC

26 May 2020

Management Consulting Group PLC

26 May 2020

Management Consulting Group PLC (the "Company")

Proxy Voting

Annual General Meeting of the Company held on 26 May 2020 at Baker & McKenzie LLP, 100 New Bridge Street, London EC4V 6JA at 11.00am.

Following its Annual General Meeting ("AGM") held today, Management Consulting Group plc (the "Company" announces that all resolutions proposed to shareholders as set out in the Notice of AGM dated 30 April 2020 were carried by the required majority on a poll.

Resolutions 1 to 11 and 13 were passed as ordinary resolutions and resolutions 12, 14 and 15 were passed as special resolutions.

As the Company has a controlling shareholder, Blue Gem Delta Sarl, as defined in the Listing Rules, resolution 5, relating to the re-election of Fiona Czerniawska, and resolution 15, relating to the delisting, have been approved by a majority of the votes cast by:

   -           the shareholders of the Company as a whole; and 

- the independent shareholders of the Company, that is, all the shareholders entitled to vote on each resolution excluding the controlling shareholder.

Resolution 15, to authorise the Company to cancel the listing of the ordinary shares on the Official List and to remove the shares from trading on the Main Market, was passed and accordingly, as per the circular posted to shareholders on 30 April 2020, the last day of dealings in the ordinary shares is expected to be 23 June 2020 and cancellation of listing is expected to be effective 24 June 2020.

The following table shows the results of the poll for each resolution:

 
 No   Resolution             Votes For      % of votes     Votes      % of votes    % of issued     Votes Withheld 
                                               cast        Against       cast       share capital 
                                                                                        voted 
      To receive 
       the annual 
       report and 
       accounts of 
       the Company 
       for the year 
       ended 31 December 
 1     2019                 1,192,931,132        99.98      191,421         0.02            78.67                0 
     -------------------  ---------------  -----------  -----------  -----------  ---------------  --------------- 
      To approve 
       the Directors' 
       Remuneration 
 2     Report               1,191,427,682        99.86    1,694,871         0.14            78.67                0 
     -------------------  ---------------  -----------  -----------  -----------  ---------------  --------------- 
      To approve 
       the Directors' 
       Remuneration 
 3     Policy               1,191,395,874        99.86    1,725,513         0.14            78.67            1,166 
     -------------------  ---------------  -----------  -----------  -----------  ---------------  --------------- 
      To re-elect 
       Mr M Capello 
       as a director 
 4     of the Company       1,192,116,285        99.92      991,270         0.08            78.67           14,998 
     -------------------  ---------------  -----------  -----------  -----------  ---------------  --------------- 
      To re-elect 
       Ms F Czerniawska 
       as a director 
 5     of the Company*      1,192,100,402        99.92    1,007,153         0.08            78.67           14,998 
     -------------------  ---------------  -----------  -----------  -----------  ---------------  --------------- 
      To elect Ms 
       P Hackett 
       as a director 
 6     of the Company      1,192,0117,304        99.92      989,085         0.08            78.67           16,164 
     -------------------  ---------------  -----------  -----------  -----------  ---------------  --------------- 
      To re-elect 
       Mr E Di Spiezio 
       Sardo as a 
       director of 
 7     the Company          1,192,118,470        99.92      989,085         0.08            78.67           14,998 
     -------------------  ---------------  -----------  -----------  -----------  ---------------  --------------- 
      To re-elect 
       Mr N S Stagg 
       as a director 
 8     of the Company       1,178,399,456        98.77   14,695,051         1.23            78.67           28,046 
     -------------------  ---------------  -----------  -----------  -----------  ---------------  --------------- 
      To re-appoint 
       BDO LLP as 
 9     auditor              1,192,130,254        99.92      985,676         0.08            78.67            6,623 
     -------------------  ---------------  -----------  -----------  -----------  ---------------  --------------- 
      To authorise 
       the Audit 
       Committee 
       of the Company 
       to fix the 
       auditor's 
 10    remuneration         1,192,131,922        99.92      978,749         0.08            78.67           11,882 
     -------------------  ---------------  -----------  -----------  -----------  ---------------  --------------- 
      To authorise 
       the Directors 
 11    to allot shares      1,191,431,161        99.86    1,673,168         0.14            78.67           18,224 
     -------------------  ---------------  -----------  -----------  -----------  ---------------  --------------- 
      Authority 
       to disapply 
       statutory 
       pre-emption 
 12    rights**             1,158,768,936        97.12   34,352,475         2.88            78.67            1,142 
     -------------------  ---------------  -----------  -----------  -----------  ---------------  --------------- 
      To authorise 
       the Company 
       to purchase 
 13    its own shares       1,192,885,487        99.98      209,386         0.02            78.67           27,680 
     -------------------  ---------------  -----------  -----------  -----------  ---------------  --------------- 
      To authorise 
       the Company 
       to call a 
       general meeting 
       (other than 
       an AGM) on 
       not less than 
       14 clear days' 
 14    notice **            1,192,902,565        99.98      219,988         0.02            78.67                0 
     -------------------  ---------------  -----------  -----------  -----------  ---------------  --------------- 
      To authorise 
       the Company 
       to cancel 
       the listing 
       of the ordinary 
       shares and 
       to remove 
       the shares 
 15    from trading**       1,192,054,198        99.91    1,014,629         0.09            78.67           53,726 
     -------------------  ---------------  -----------  -----------  -----------  ---------------  --------------- 
 

* indicates an independent director.

** indicates a special resolution requiring 75% of votes cast to be carried.

Votes of independent shareholders on resolution 5, relating to the re-election of Fiona Czerniawska, and resolution 15, relating to the delisting, were:

 
 No   Resolution           Votes For     % of      Votes     % of votes   % of issued   Votes Withheld 
                                         votes    Against       cast         share 
                                         cast                               capital 
                                                                             voted 
      To re-elect 
       Ms F Czerniawska 
       as a director 
 5     of the Company     717,577,657    99.85   1,007,153         0.15         47.38           14,998 
     ------------------  ------------  -------  ----------  -----------  ------------  --------------- 
      To authorise 
       the Company 
       to cancel the 
       listing of 
       the ordinary 
       shares and 
       to remove the 
       shares from 
 15    trading            717,531,453    99.85   1,014,629         0.15         47.38           53,726 
     ------------------  ------------  -------  ----------  -----------  ------------  --------------- 
 

* indicates an independent director.

The total number of issued ordinary shares each entitling the holders to attend and vote on all the resolutions at the AGM was 1,516,528,424 shares.

The total proportion of the issued ordinary share capital represented by proxy was approximately 79%.

Notes:

   1.         Votes "For" and "Against" are expressed as a percentage of votes cast. 
   2.         Votes "For" include discretionary votes. 

3. A 'Vote Withheld' is not a vote in law and therefore is not counted in the calculation of the votes "For" or "Against" a resolution.

4. Link Asset Services, the Company's registrar, acted as scrutineer of the poll on all resolutions.

5. To view the full wording of the resolutions, please refer to the Notice of Annual General Meeting 2020 on the Company's website.

6. In accordance with Listing Rule 9.6.2, copies of all the resolutions passed other than resolutions concerning ordinary business will shortly be available for inspection on the National Storage mechanism at: www.morningstar.co.uk/uk/NSM .

 
 
 Enquiries: 
  Management Consulting Group       Tel: +44 20 7710 5000 
  PLC 
 Nick Stagg, Chairman and Chief 
  Executive 
 

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May 26, 2020 08:24 ET (12:24 GMT)