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Resolutions Passed at 2016 Annual General Meeting
Capital & Counties Properties PLC
(Incorporated and registered in the United Kingdom and Wales with registration Number 07145041 and
registered in South Africa as an external company with Registration Number 2010/003387/10)
ISIN: GB00B62G9D36
JSE code: CCO
A typographical error has been amended and marked with an asterisk (*). All other details remain unchanged. The
full amended text is shown below.
6 May 2016
CAPITAL & COUNTIES PROPERTIES PLC (the “Company”)
RESOLUTIONS PASSED AT 2016 ANNUAL GENERAL MEETING
The results of the voting by poll on the resolutions put to the Company’s Annual General Meeting held today are
as follows:
Resolutions For: % Against: % Total votes % of Withheld:
cast: issued
share
capital
1. To receive the accounts 644,586,230 100 7,286 0.00 644,593,516 76.52 2,292,254
and reports of the
Directors and the
Auditors for the year
ended 31 December 2015
2. To declare a final 646,739,917 100 1,645 0.00 646,741,562 76.78 144,208
dividend of 1.0 pence per
ordinary share
3. To re-elect Ian Durant as 636,548,982 98.70 8,382,455 1.30 644,931,437 76.56 1,954,333
a Director
4. To re-elect Ian 615,126,083 95.11 31,614,206 4.89 646,740,289 76.78 145,481
Hawksworth as a Director
5. To re-elect Soumen Das 646,258,209 99.93 482,080 0.07 646,740,289 76.78 145,481
as a Director
6. To re-elect Gary Yardley 646,258,534 99.93 481,755 0.07 646,740,289 76.78 145,481
as a Director
7. To re-elect Graeme 646,037,843 99.89 702,446 0.11 646,740,289 76.78 145,481
Gordon as a Director
8. To re-elect Gerry Murphy 646,241,426 99.92 498,296 0.08 646,739,722 76.78 146,048
as a Director
9. To re-elect Demetra 646,255,250 99.93 485,039 0.07 646,740,289 76.78 145,481
Pinsent as a Director
10. To re-elect Henry 645,603,485 99.82 1,136,296 0.18 646,739,781 76.78 145,989
Staunton as a Director
11. To re-elect Andrew 646,241,849 99.92 498,440 0.08 646,740,289 76.78 145,481
Strang as a Director
12. To elect Anthony Steains 645,923,700 99.87 816,022 0.13 646,739,722 76.78 146,048
as a Director
13. To re-appoint 641,542,213 100 15,215 0.00 641,557,428 76.16 5,328,342
PricewaterhouseCoopers
LLP as Auditors
14. To authorise the Directors 646,739,386 100 2,549 0.00 646,741,935 76.78 143,835
to determine the
Auditors’ remuneration
15. To approve the Directors’ 632,017,361 97.94 13,297,296 2.06 645,314,657 76.61 1,571,113
Remuneration Report for
the year ended 31
December 2015
16. To authorise the Directors 518,281,031 80.22 127,818,375 19.78 646,099,406 76.70 786,364
to allot the unissued
share capital up to a
specified amount (s.551)
(Companies Act 2006)
17. Special Resolution: To 600,758,170 92.89 45,978,851 7.11 646,737,021 76.78 148,749
disapply pre-emption
provisions of s.561(1) of
the Companies Act up to
a specified amount
18. Special Resolution: To 640,346,186 99.01 6,394,304 0.99 646,740,490 76.78 145,280
authorise the Company to
purchase its own shares
19. Special Resolution: To 612,872,239 94.76 33,868,140 5.24 646,740,379 76.78 145,390
allow General Meetings
(other than AGMs) to be
held on 14 clear days’
notice
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: 842,335,067. Every shareholder has one vote for every ordinary share held.
Following the approval of the 2015 final dividend, it is confirmed that the scrip dividend alternative will be
offered to shareholders in respect of the dividend.
The Board notes that, although resolution 16 was passed with the requisite majority, 19.78%* of votes received
were against the resolution. This voting outcome reflects differing market practice between the UK and South
Africa. As a UK premium listed company, the Board considers it appropriate to seek authority 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. However,
market practice for South African institutional shareholders is to vote on proposed allotments of shares on a
case by case basis.
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: http://www.morningstar.co.uk/uk/NSM
Enquiries:
Ruth Pavey
Company Secretary
Telephone +44 20 3214 9184
Sponsor:
Merrill Lynch South Africa (Pty) Limited
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