Wrap Text
Resolutions passed at 2023 Annual General Meeting
SHAFTESBURY CAPITAL PLC
(Incorporated and registered in the United Kingdom
with Registration Number 07145051 and
registered in South Africa as an external company
with Registration Number 2010/003387/10)
JSE code: SHC ISIN: GB00B62G9D36
LEI: 549300TTXXZ1SHUI0D54
(“the Group”)
RESOLUTIONS PASSED AT 2023 ANNUAL GENERAL MEETING
The results of the voting by poll on the resolutions put to the Company’s 2023 Annual General Meeting held on
15 June 2023 are as follows:
Resolutions For: % Against: % Total votes % of Withheld:
cast (excluding issued
withheld): share
capital
1. To receive the
accounts and
reports of the
Directors and
the Auditors
for the year
ended 31
December
2022 1,441,247,303 99.94 819,179 0.06 1,442,066,482 73.83% 3,468,947
2. To approve
the Directors’
Remuneration
Policy 1,279,525,790 89.18 155,218,849 10.82 1,434,744,639 73.46% 10,790,790
3. To approve the
Directors’
Remuneration
Report for the
year ended 31
December
2022 (other
than the
Directors’
Remuneration
Policy) 1,312,086,833 91.45 122,652,343 8.55 1,434,739,176 73.46% 10,796,253
4. To elect
Jonathan
Nicholls as a
Director 1,379,733,602 96.16 55,071,094 3.84 1,434,804,696 73.46% 10,730,733
5. To re-elect Ian
Hawksworth as
a Director 1,434,694,901 99.99 107,195 0.01 1,434,802,096 73.46% 10,733,333
6. To re-elect Situl
Jobanputra as a
Director 1,433,928,430 99.94 873,666 0.06 1,434,802,096 73.46% 10,733,333
7. To elect Chris
Ward as a
Director 1,387,926,271 96.73 46,878,425 3.27 1,434,804,696 73.46% 10,730,733
8. To elect
Richard Akers
as a Director 1,386,676,028 96.65 48,128,668 3.35 1,434,804,696 73.46% 10,730,733
9. To elect Ruth
Anderson as a
Director 1,386,673,536 96.65 48,134,838 3.35 1,434,808,374 73.46% 10,727,055
10. To re-elect
Charlotte Boyle
as a Director 1,431,052,097 99.90 1,385,501 0.10 1,432,437,598 73.34% 13,097,831
11. To elect Helena
Coles as a
Director 1,386,674,039 96.65 48,134,335 3.35 1,434,808,374 73.46% 10,727,055
12. To re-elect
Anthony
Steains as a
Director 1,433,418,314 99.90 1,383,782 0.10 1,434,802,096 73.46% 10,733,333
13. To elect
Jennelle Tilling
as a Director 1,377,058,923 95.98 57,749,451 4.02 1,434,808,374 73.46% 10,727,055
14. To re-appoint
Pricewaterhouse
Coopers LLP
as Auditors 1,385,464,973 95.87 59,701,981 4.13 1,445,166,954 73.99% 368,475
15. To authorise
the Audit
Committee of
the Board to
determine the
Auditor’s
remuneration 1,437,500,166 99.47 7,670,647 0.53 1,445,170,813 73.99% 364,616
16. To authorise
the Directors to
offer newly
issued shares
instead of cash
in respect of
any dividends
declared 1,393,990,522 97.15 40,835,132 2.85 1,434,825,654 73.46% 10,709,775
17. To authorise
the Directors to
allot the
unissued share
capital up to a
specified
amount (s.551)
(Companies Act
2006) 1,278,770,445 89.27 153,668,751 10.73 1,432,439,196 73.34% 13,096,233
18. Special
Resolution: To
disapply pre-
emption
provisions of
s.561(1) of the
Companies Act
2006 up to the
extent
specified 1,337,554,074 93.22 97,250,989 6.78 1,434,805,063 73.46% 10,730,366
19. Special
Resolution: To
disapply pre-
emption
provisions of
s.561(1) of the
Companies Act
2006 up to the
additional
extent
specified 1,298,675,647 90.51 136,129,416 9.49 1,434,805,063 73.46% 10,730,366
20. Special
Resolution: To
authorise the
Company to
purchase its
own shares 1,410,236,815 97.82 31,411,117 2.18 1,441,647,932 73.81% 3,971,179
21. Special
Resolution: To
allow General
Meetings
(other than
AGMs) to be
held on 14
clear days’
notice 1,339,917,579 93.38 94,980,172 6.62 1,434,897,751 73.47% 10,721,360
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. The total issued share capital and total number of voting rights is: 1,953,170,495 ordinary shares. Every
shareholder has one vote for every ordinary share held. This figure includes 128,350,796 ordinary shares in
issue, held as security by a group entity under the terms of the £275 million exchangeable bond which will not
vote whilst held by a group entity. On average 73.53% (1,436,237,706 ordinary shares) of the total number of
voting rights voted. The percentage of shares voted, once the 128,350,796 ordinary shares held as security by
a group entity under the terms of the £275 million exchangeable bond have been excluded was approximately
78.71%.
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, will be submitted to the National Storage Mechanism and will
shortly be available for inspection at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
Enquiries:
Desna Martin
Group Company Secretary
Telephone: +44 20 3214 9155
15 June 2023
Sponsor
Java Capital
Date: 15-06-2023 04:45:00
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