TIDMPAGE
RNS Number : 7123Q
PageGroup plc
07 June 2018
Date: 7 June 2018
PageGroup plc
Results of AGM
All resolutions proposed at the Annual General Meeting of
PageGroup held on 7 June 2018 were passed by shareholders. The poll
voting results were as follows:-
Resolution Votes For Votes Against Votes Total Votes
Withheld cast
(excluding
Withheld)
----------------- --------------------- --------------------- ----------
% of % of
No of shares No of shares No of
shares voted shares voted shares
----------------- ------------ ------- -----------
1 Directors'
Report and
Accounts 258,302,512 99.92 208,799 0.08 1,851,459 258,511,311
----------------- ------------ ------- ----------- -------- ---------- ------------
2 Directors'
Remuneration
Report (other
than the
Remuneration
Policy) 243,508,598 93.53 16,852,085 6.47 2,086 260,360,683
----------------- ------------ ------- ----------- -------- ---------- ------------
3 Declare a
Final Dividend 260,362,771 100 0 0.00 0 260,362,771
----------------- ------------ ------- ----------- -------- ---------- ------------
4 Re-elect
David Lowden 258,393,524 99.24 1,968,319 0.76 927 260,361,843
----------------- ------------ ------- ----------- -------- ---------- ------------
5 Re-elect
Simon Boddie 256,511,717 99.48 1,337,531 0.52 2,513,521 257,849,248
----------------- ------------ ------- ----------- -------- ---------- ------------
6 Re-elect
Patrick De
Smedt 259,056,536 99.50 1,305,308 0.50 927 260,361,844
----------------- ------------ ------- ----------- -------- ---------- ------------
7 Re-elect
Steve Ingham 259,898,368 99.82 463,476 0.18 927 260,361,844
----------------- ------------ ------- ----------- -------- ---------- ------------
8 Re-elect
Kelvin Stagg 250,406,635 96.18 9,955,209 3.82 927 260,361,844
----------------- ------------ ------- ----------- -------- ---------- ------------
9 Re-elect
Michelle Healy 259,056,536 99.50 1,305,308 0.50 927 260,361,844
----------------- ------------ ------- ----------- -------- ---------- ------------
10 Elect Sylvia
Metayer 259,882,349 99.82 479,495 0.18 927 260,361,844
----------------- ------------ ------- ----------- -------- ---------- ------------
11 Elect Angela
Seymour-Jackson 236,662,980 90.90 23,698,864 9.10 927 260,361,844
----------------- ------------ ------- ----------- -------- ---------- ------------
12 Reappoint
Ernst & Young
LLP 256,218,701 99.32 1,745,009 0.68 2,399,060 257,963,710
----------------- ------------ ------- ----------- -------- ---------- ------------
13 Auditor's
Remuneration 258,617,839 99.33 1,744,009 0.67 923 260,361,848
----------------- ------------ ------- ----------- -------- ---------- ------------
14 Authority
to Allot Shares 239,348,194 91.93 21,013,650 8.07 927 260,361,844
----------------- ------------ ------- ----------- -------- ---------- ------------
15 Political
Donations and
Expenditure 259,710,031 99.75 651,813 0.25 927 260,361,844
----------------- ------------ ------- ----------- -------- ---------- ------------
16
Disapplication
of Pre-emption
Rights 260,307,725 99.98 54,119 0.02 927 260,361,844
----------------- ------------ ------- ----------- -------- ---------- ------------
17 Power to
Buy Back Shares
in the Market 256,770,797 98.99 2,624,335 1.01 967,638 259,395,132
----------------- ------------ ------- ----------- -------- ---------- ------------
18 Notice of
General
Meetings 251,168,914 96.47 9,192,930 3.53 927 260,361,844
----------------- ------------ ------- ----------- -------- ---------- ------------
Resolutions 16, 17 and 18 were proposed as Special
Resolutions.
The votes withheld are not a vote in law and not counted in the
calculation of votes 'for' or 'against' a resolution.
The total number of shares in issue as at 7 June 2018 is
327,157,101
Special Business
The Resolutions set out below were duly passed as special
business:
Resolution 14 - Authority to Allot Shares
THAT the Directors be and they are hereby generally and
unconditionally authorised in accordance with section 551 of the
Companies Act 2006 (the 'Act') to exercise all the powers of the
Company to allot shares in the Company and to grant rights to
subscribe for, or to convert any security into, shares in the
Company ('Rights') up to an aggregate nominal amount of
GBP1,089,758.21, provided that this authority shall expire at the
conclusion of the next Annual General Meeting of the Company or, if
earlier, on 7 September 2019, save that the Company shall be
entitled to make offers or agreements before the expiry of such
authority which would or might require shares to be allotted or
Rights to be granted after such expiry and the Directors shall be
entitled to allot shares and grant Rights pursuant to any such
offer or agreement as if this authority had not expired; and all
unexercised authorities previously granted to the Directors to
allot shares and grant Rights be and are hereby revoked.
Resolution 15 - Donations to Political Organisations and
Political Expenditure
THAT in accordance with sections 366 and 367 of the Companies
Act 2006 (the 'Act') the Company, and all companies that are
subsidiaries of the Company at the date on which this Resolution 15
is passed or during the period when this Resolution 15 has effect,
be generally and unconditionally authorised to:
(a) make political donations to political parties (or
independent election candidates) as defined in the Act, not
exceeding GBP25,000 in total;
(b) make political donations to political organisations other
than political parties, as defined in the Act, not exceeding
GBP25,000 in total; and
(c) incur political expenditure, as defined in the Act, not exceeding GBP25,000 in total;
during the period commencing on the date of passing this
Resolution 15 and shall expire at the conclusion of the next Annual
General Meeting of the Company, or if earlier, on 7 September 2019
provided that the authorised sum referred to in paragraphs (a), (b)
and (c) above, may be comprised of one or more amounts in different
currencies which, for the purposes of calculating the said sum,
shall be converted into Pounds Sterling at the exchange rate
published in the London edition of the Financial Times on the date
on which the relevant donation is made or expenditure incurred (or
the first business day thereafter) or, if earlier, on the day on
which the Company enters into any contract or undertaking in
relation to the same provided that, in any event, the aggregate
amount of political donations and political expenditure made or
incurred by the Company and its subsidiaries pursuant to this
Resolution 15 shall not exceed GBP75,000.
Resolution 16 - Disapplication of Pre-emption Rights
THAT the Directors be and they are hereby empowered pursuant to
sections 570 and 573 of the Companies Act 2006 (the 'Act') to allot
equity securities (within the meaning of section 560 of the Act)
for cash either pursuant to the authority conferred by Resolution
14 above or by way of a sale of treasury shares as if section
561(1) of the Act did not apply to any such allotment provided that
this power shall be limited to:
(a) the allotment of equity securities or sale of treasury
shares in connection with an offer of securities in favour of the
holders of ordinary shares on the register of members at such
record date as the Directors may determine where the equity
securities respectively attributable to the interests of the
ordinary shareholders are proportionate (as nearly as may be
practicable) to the respective numbers of ordinary shares held or
deemed to be held by them on any such record date, subject to such
exclusions or other arrangements as the Directors may deem
necessary or expedient to deal with treasury shares, fractional
entitlements or legal or practical problems arising under the laws
of any overseas territory or the requirements of any regulatory
body or stock exchange or by virtue of shares being represented by
depositary receipts or any other matter; and
(b) the allotment of equity securities or sale of treasury
shares (otherwise than pursuant to sub-paragraph (a) of this
Resolution 16) to any person or persons of equity securities up to
an aggregate nominal amount of GBP163,463.73,
and shall expire upon the expiry of the general authority
conferred by Resolution 14 above, save that the Company shall be
entitled to make offers or agreements before the expiry of such
power which would or might require equity securities to be allotted
after such expiry and the Directors shall be entitled to allot
equity securities pursuant to any such offer or agreement as if the
power conferred hereby had not expired.
Resolution 17 - Power to Buy Back Shares in the Market
THAT the Company be generally and unconditionally authorised to
make market purchases (within the meaning of section 693(4) of the
Companies Act 2006 (the 'Act')) of ordinary shares of 1p each of
the Company on such terms and in such manner as the Directors may
from time to time determine, provided that:
(a) the maximum number of ordinary shares hereby authorised to
be acquired is 32,692,746 representing 10% of the issued ordinary
share capital of the Company as at 9 April 2018;
(b) the minimum price which may be paid for each ordinary share is 1p;
(c) the maximum price which may be paid for any such ordinary
share is the higher of (i) an amount equal to 105% of the average
of the middle market quotations for an ordinary share in the
Company as derived from The London Stock Exchange Daily Official
List for the five business days immediately preceding the day on
which such share is contracted to be purchased and (ii) the amount
stipulated by Article 3(2) of the EU Buy-back and Stabilisation
Regulation (2016/1052/EU) being the higher of the price of the last
independent trade and the highest current independent bid for an
ordinary share in the Company on the trading venues where the
market purchases by the Company pursuant to the authority conferred
by this Resolution 17 will be carried out;
(d) the authority hereby conferred shall expire at the
conclusion of the next Annual General Meeting or 7 September 2019
whichever is earlier unless previously renewed, varied or revoked
by the Company in general meeting; and
(e) the Company may make a contract to purchase its ordinary
shares under the authority hereby conferred prior to the expiry of
such authority, which contract will or may be executed wholly or
partly after the expiry of such authority, and may purchase its
ordinary shares in pursuance of any such contract.
Resolution 18 - Notice of General Meetings
THAT a general meeting, other than an annual general meeting,
may be called on not less than 14 business days' notice.
In accordance with Listing Rule 9.6.2 copies of the resolutions,
other than those relating to ordinary business, will be submitted
to the National Storage Mechanism and will be available shortly for
inspection at www.morningstar.co.uk/uk/NSM
Enquiries:
Elaine Marriner, Company Secretary 01932 264148
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END
RAGDMGGVVNVGRZM
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June 07, 2018 12:52 ET (16:52 GMT)
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