Wrap Text
Resolutions Passed at 2019 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
3 May 2019
CAPITAL & COUNTIES PROPERTIES PLC (the “Company”)
RESOLUTIONS PASSED AT 2019 ANNUAL GENERAL MEETING
The results of the voting by poll on the resolutions put to the Company’s 2019 Annual General Meeting held on
3 May 2019 are as follows:
Resolutions For: % Against: % Total votes % of Withheld:
cast: issued
share
capital
1. To receive the accounts 677,475,714 100.00% 2,397 0.00% 677,478,111 79.63% 1,054,721
and reports of the
Directors and the
Auditors for the year
ended 31 December 2018
2. To declare a final 677,916,595 100.00% 1,947 0.00% 677,918,542 79.68% 614,290
dividend of 1 pence per
ordinary share
3. To re-elect Henry 643,056,664 94.86% 34,851,489 5.14% 677,908,153 79.68% 624,678
Staunton as a Director
4. To re-elect Ian 667,619,510 98.48% 10,288,644 1.52% 677,908,154 79.68% 624,678
Hawksworth as a Director
5. To re-elect Situl 676,717,563 99.83% 1,181,741 0.17% 677,899,304 79.68% 633,528
Jobanputra as a Director
6. To re-elect Gary Yardley 677,006,959 99.87% 901,195 0.13% 677,908,154 79.68% 624,678
as a Director
7. To re-elect Charlotte 660,662,725 97.46% 17,245,429 2.54% 677,908,154 79.68% 624,678
Boyle as a Director
8. To elect Jonathan Lane as 676,641,143 99.81% 1,258,641 0.19% 677,899,784 79.68% 633,048
a Director
9. To re-elect Gerry Murphy 669,780,997 98.80% 8,127,157 1.20% 677,908,154 79.68% 624,678
as a Director
10. To re-elect Anthony 676,183,027 99.75% 1,725,127 0.25% 677,908,154 79.68% 624,678
Steains as a Director
11. To re-elect Andrew 668,810,903 98.66% 9,088,881 1.34% 677,899,784 79.68% 633,048
Strang as a Director
12. To re-appoint 670,609,242 98.92% 7,295,972 1.08% 677,905,214 79.68% 627,617
PricewaterhouseCoopers
LLP as Auditors
13. To authorise the Directors 665,108,132 98.11% 12,803,415 1.89% 677,911,547 79.68% 621,285
to determine the
Auditors’ remuneration
14. To approve the Directors’ 546,536,108 80.85% 129,463,888 19.15% 675,999,996 79.45% 2,532,835
Remuneration Report for
the year ended 31
December 2018 (other
than the Directors’
Remuneration Policy)
15. To authorise the Directors 437,893,868 64.59% 240,020,755 35.41% 677,914,623 79.68% 618,208
to allot the unissued
share capital up to a
specified amount (s.551)
(Companies Act 2006)
16. Special Resolution: To Resolution was withdrawn
disapply pre-emption
provisions of s.561(1) of
the Companies Act 2006
up to a specified amount
17. Special Resolution: To 658,734,090 97.19% 19,079,835 2.81% 677,813,925 79.67% 718,906
authorise the Company to
purchase its own shares
18. Special Resolution: To 632,259,571 93.27% 45,647,291 6.73% 677,906,862 79.68% 625,970
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: 850,820,151. Every shareholder has one vote for every ordinary share held.
As announced on 27 February 2019, Graeme Gordon stepped down from the Board at the conclusion of the
Annual General Meeting.
The Board notes that although resolution 15 was passed with the requisite majority, 35.41% of votes received
were against the resolution. This voting outcome reflects differing market practice between the UK and South
Africa, where shareholders usually approve more restricted levels of authority to issue shares, and prefer to vote
on proposed allotments of shares on a case by case basis. In addition, resolution 16 was withdrawn as there
was narrowly insufficient support for the resolution based on proxy votes received before the time of the
meeting.
The Company has consulted regularly with its larger international shareholders on this matter, however many
institutions operate under policies that do not permit this level of authority to be supported, although a number
of our shareholders do understand the Company’s position. 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. The Board will continue to engage with our international
shareholders on this topic, however as the voting outcome reflects the difficulty in balancing the expectations
of different markets, it is likely that there will continue to be significant votes against these resolutions.
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 9170
JSE Sponsor:
Merrill Lynch South Africa (Pty) Limited
Date: 03/05/2019 05:15:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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