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CAPITAL & COUNTIES PROPERTIES PLC - Resolutions Passed at 2016 Annual General Meeting

Release Date: 09/05/2016 08:56
Code(s): CCO     PDF:  
Wrap Text
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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