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CAPITAL & COUNTIES PROPERTIES PLC - Resolutions Passed at 2019 Annual General Meeting

Release Date: 03/05/2019 17:15
Code(s): CCO     PDF:  
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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



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
 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
     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’

     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

     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:

Ruth Pavey

Company Secretary

Telephone +44 20 3214 9170

JSE Sponsor:

Merrill Lynch South Africa (Pty) Limited

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