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Resolutions Passed at 2018 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
CAPITAL & COUNTIES PROPERTIES PLC (the “Company”)
4 May 2018
RESOLUTIONS PASSED AT 2018 ANNUAL GENERAL MEETING
The results of the voting by poll on the resolutions put to the Company’s 2018 Annual General Meeting held on
4 May 2018 are as follows:
Resolutions For: % Against: % Total votes % of Withheld:
cast: issued
share
capital
1. To receive the accounts 601,957,154 99.93% 425,400 0.07% 602,382,554 70.94% 361,019
and reports of the
Directors and the
Auditors for the year
ended 31 December 2017
2. To declare a final 602,412,197 100.00% 3,351 0.00% 602,415,548 70.95% 328,025
dividend of 1 pence per
ordinary share
3. To re-elect Ian Durant as 558,776,396 93.65% 37,896,493 6.35% 596,672,889 70.27% 6,070,682
a Director
4. To re-elect Ian 593,662,950 98.55% 8,748,231 1.45% 602,411,181 70.95% 332,392
Hawksworth as a Director
5. To re-elect Situl 601,269,759 99.81% 1,133,070 0.19% 602,402,829 70.95% 340,744
Jobanputra as a Director
6. To re-elect Gary Yardley 601,728,584 99.89% 682,597 0.11% 602,411,181 70.95% 332,392
as a Director
7. To elect Charlotte Boyle 601,978,115 99.93% 412,777 0.07% 602,390,892 70.94% 352,681
as a Director
8. To re-elect Graeme 601,683,154 99.88% 707,738 0.12% 602,390,892 70.94% 352,681
Gordon as a Director
9. To re-elect Gerry Murphy 600,900,958 99.75% 1,489,934 0.25% 602,390,892 70.94% 352,681
as a Director
10. To re-elect Henry 594,645,139 99.34% 3,943,640 0.66% 598,588,779 70.50% 4,154,793
Staunton as a Director
11. To re-elect Andrew 601,522,910 99.86% 867,982 0.14% 602,390,892 70.94% 352,681
Strang as a Director
12. To re-elect Anthony 601,493,868 99.85% 897,000 0.15% 602,390,868 70.94% 352,705
Steains as a Director
13. To re-appoint 598,188,739 99.93% 404,464 0.07% 598,593,203 70.50% 4,150,369
PricewaterhouseCoopers
LLP as Auditors
14. To authorise the Directors 602,363,558 99.99% 30,482 0.01% 602,394,040 70.94% 349,033
to determine the
Auditors’ remuneration
15. To approve the Directors’ 577,067,034 97.48% 14,891,662 2.52% 591,958,696 69.72% 10,784,876
Remuneration Report for
the year ended 31
December 2017 (other
than the Remuneration
Policy)
16. To authorise the Directors 390,609,850 68.23% 181,838,961 31.77% 572,448,811 67.42% 30,294,262
to allot the unissued
share capital up to a
specified amount (s.551)
(Companies Act 2006)
17. Special Resolution: To 528,735,346 88.42% 69,252,439 11.58% 597,987,785 70.43% 4,755,788
disapply pre-emption
provisions of s.561(1) of
the Companies Act up to
a specified amount
18. Special Resolution: To 549,088,326 95.64% 25,004,477 4.36% 574,092,803 67.61% 28,650,269
authorise the Company to
purchase its own shares
19. Special Resolution: To 560,788,500 93.09% 41,595,493 6.91% 602,383,993 70.94% 359,580
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: 849,103,915. Every shareholder has one vote for every ordinary share held.
The Board notes that although resolution 16 was passed with the requisite majority, 31.77% 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 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
Date: 04/05/2018 04:24:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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