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Resolutions Passed At 2017 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)
JSE code: CCO
ISIN: GB00B62G9D36
5 May 2017
CAPITAL & COUNTIES PROPERTIES PLC (the “Company”)
RESOLUTIONS PASSED AT 2017 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 666,574,329 100.00 4,145 0.00 668,765,665 79.04 2,187,191
and reports of the
Directors and the
Auditors for the year
ended 31 December 2016
2. To declare a final 666,167,638 99.66 2,304,774 0.34 668,765,665 79.04 293,253
dividend of 1 pence per
ordinary share
3. To re-elect Ian Durant as 653,835,914 98.07 12,881,473 1.93 668,765,665 79.04 2,048,278
a Director
4. To re-elect Ian 665,033,723 99.51 3,251,881 0.49 668,765,665 79.04 480,061
Hawksworth as a Director
5. To elect Situl Jobanputra 666,775,243 99.75 1,677,738 0.25 668,765,665 79.04 312,684
as a Director
6. To re-elect Gary Yardley 667,511,399 99.86 943,084 0.14 668,765,665 79.04 311,182
as a Director
7. To re-elect Graeme 664,302,307 99.38 4,150,674 0.62 668,765,665 79.04 312,684
Gordon as a Director
8. To re-elect Gerry Murphy 668,269,286 99.97 192,065 0.03 668,765,665 79.04 304,314
as a Director
9. To re-elect Demetra 668,268,394 99.97 192,957 0.03 668,765,665 79.04 304,314
Pinsent as a Director
10. To re-elect Henry 668,253,003 99.97 208,348 0.03 668,765,665 79.04 304,314
Staunton as a Director
11. To re-elect Andrew 668,245,310 99.97 217,543 0.03 668,765,665 79.04 302,812
Strang as a Director
12. To re-elect Anthony 668,269,667 99.97 192,619 0.03 668,765,665 79.04 303,379
Steains as a Director
13. To re-appoint 663,811,173 99.99 36,303 0.01 668,765,665 79.04 4,918,189
PricewaterhouseCoopers
LLP as Auditors
14. To authorise the Directors 668,459,603 100.00 12,799 0.00 668,765,665 79.04 293,263
to determine the
Auditors’ remuneration
15. To approve the Directors’ 650,133,456 97.63 15,774,537 2.37 668,765,664 79.04 2,857,671
Remuneration Policy for
the year ended 31
December 2016
16. To approve the Directors’ 659,192,161 98.65 9,000,884 1.35 668,765,574 79.04 572,529
Remuneration Report for
the year ended 31
December 2016 (other
than the Remuneration
Policy)
17. To authorise the Directors 579,736,923 86.73 88,726,895 13.27 668,765,665 79.04 301,847
to offer newly issued
shares, instead of cash in
respect of any dividends
declared
18. To authorise the Directors 372,211,794 55.68 296,239,570 44.32 668,765,665 79.04 314,301
to allot the unissued
share capital up to a
specified amount (s.551)
(Companies Act 2006)
19. Special Resolution: To 532,128,635 79.61 136,315,090 20.39 668,765,665 79.04 321,940
disapply pre-emption
provisions of s.561(1) of
the Companies Act up to
a specified amount
20. Special Resolution: To 655,355,262 98.04 13,115,107 1.96 668,765,665 79.04 295,296
authorise the Company to
purchase its own shares
21. Special Resolution: To 629,678,494 94.20 38,783,737 5.80 668,765,664 79.04 303,433
allow General Meetings
(other than AGMs) to be
held on 14 clear days’
notice
22. To approve the rules of 557,506,962 83.62 109,209,429 16.38 668,765,664 79.04 2,049,273
the Performance Share
Plan 2017 and authorise
the Directors to carry into
effect
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: 846,123,217. Every shareholder has one vote for every ordinary share held.
Following the approval of the 2016 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 resolutions 18 and 19 were passed with the requisite majorities, 44.32% and
20.39% respectively of votes received were against each 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 authorities 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
JSE Sponsor:
Merrill Lynch South Africa (Pty) Limited
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