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Results of AGM
QUILTER PLC
(previously, Old Mutual Wealth Management Limited)
Incorporated under the Companies Act 1985 with registered number 06404270 and re-registered as a public limited company
under the Companies Act 2006)
ISIN CODE: GB00BDCXV269
JSE SHARE CODE: QLT
Quilter plc (the "Company")
16 May 2019
Quilter plc
Result of Annual General Meeting 2019
Quilter plc (the “Company”) announces that at its Annual General Meeting (“AGM”) held earlier today, all the resolutions put to shareholders were
passed by the requisite majorities with the exception of resolution 19 (“To authorise the Directors to allot shares”) which was largely opposed by
South African shareholders. Resolutions 1 to 18 and resolution 23 were passed as ordinary resolutions and resolutions 20, 21, 22 and 24 were
passed as special resolutions.
The authority sought by the Company pursuant to resolution 19 is considered routine for UK listed companies and is in accordance with the UK
Investment Association's share capital management guidelines and prevailing voting guidelines of leading corporate governance agencies
applicable to UK listed companies. Given this, the resolution received overwhelming support from our UK investors. However, certain overseas
institutional investors, mainly in South Africa, have not supported this resolution and thus the resolution has been narrowly rejected.
The Company notes that more than 20% of the votes cast on resolution 18 (“To authorise political donations by the Company and its
subsidiaries”) were against that resolution.
Following the outcome of today's vote, the Company will continue to engage with shareholders to better understand their concerns on both of
these issues and, if possible, allay any such concerns for the future. The Company notes that it had specifically not sought a resolution to disapply
pre-emption rights to address known concerns regarding potentially dilutive share offers. In accordance with the UK Corporate Governance Code,
the Company will provide an update on those discussions in due course.
The results of the poll are set out below.
Resolution Number of % of votes Number of % of votes Total number % of issued Number of Total votes
votes cast cast “For” votes cast cast of votes cast share capital votes Withheld as
“For” the the “Against” the “Against” the voted Withheld a % of
resolution resolution resolution resolution issued share
capital
1. To receive the 2018
1,349,720,704 100.00 9,858 0.00 1,349,730,562 70.95 1,283,610 0.07
Report and Accounts
2. To approve the 1,203,059,702 96.76 40,251,195 3.24 1,243,310,897 65.36 107,698,990 5.66
Remuneration Report
3. To approve the
Directors’ 1,297,617,373 96.61 45,590,929 3.39 1,343,208,302 70.61 7,803,013 0.41
Remuneration Policy
4. To declare a final
1,350,863,987 100.00 14,881 0.00 1,350,878,868 71.01 132,448 0.01
dividend
5. To re-elect Paul
1,344,687,196 100.00 46,739 0.00 1,344,733,935 70.69 6,277,381 0.33
Feeney as a Director
6. To re-elect Rosemary
1,342,493,969 99.83 2,235,528 0.17 1,344,729,497 70.69 6,280,391 0.33
Harris as a Director
7. To re-elect Glyn
1,342,444,909 99.83 2,280,482 0.17 1,344,725,391 70.69 6,284,497 0.33
Jones as a Director
8. To re-elect Suresh
1,341,019,311 99.72 3,699,076 0.28 1,344,718,387 70.69 6,291,501 0.33
Kana as a Director
9. To re-elect Moira
1,344,681,020 100.00 42,050 0.00 1,344,723,070 70.69 6,286,818 0.33
Kilcoyne as a Director
10. To re-elect Jonathan
1,344,643,755 99.99 82,148 0.01 1,344,725,903 70.69 6,283,985 0.33
Little as a Director
11. To re-elect Ruth
Markland as a 1,342,483,935 99.83 2,238,075 0.17 1,344,722,010 70.69 6,287,878 0.33
Director
12. To re-elect Paul
Matthews as a 1,344,644,424 99.99 79,639 0.01 1,344,724,063 70.69 6,285,825 0.33
Director
13. To re-elect George
1,341,869,808 99.79 2,854,226 0.21 1,344,724,034 70.69 6,285,854 0.33
Reid as a Director
14. To re-elect Mark
1,344,433,564 99.98 288,299 0.02 1,344,721,863 70.69 6,286,597 0.33
Satchel as a Director
15. To re-elect Catherine
1,344,682,000 100.00 43,020 0.00 1,344,725,020 70.69 6,284,868 0.33
Turner as a Director
16. To re-appoint KPMG
LLP as Auditors of 1,142,208,738 84.83 204,227,568 15.17 1,346,436,306 70.78 4,575,009 0.24
the Company
17. To authorise the
Board Audit
Committee to
1,346,308,167 99.66 4,544,386 0.34 1,350,852,553 71.01 157,335 0.01
determine the
Auditors’
remuneration
18. To authorise political
donations by the
1,016,956,176 75.52 329,723,994 24.48 1,346,680,170 70.79 4,334,002 0.23
Company and its
subsidiaries
19. To authorise the
697,977,863 49.47 712,861,594 50.53 1,410,839,457 74.17 166,998 0.01
Directors to allot
shares
20. To authorise the
Company to purchase 1,320,173,918 97.77 30,071,046 2.23 1,350,244,964 70.98 769,207 0.04
its own shares*
21. To authorise the
Company to enter
1,340,525,907 99.75 3,366,531 0.25 1,343,892,438 70.65 7,117,449 0.37
into a Contingent
Purchase Contract*
22. To amend the
Company’s Articles of
1,346,094,568 99.98 314,825 0.02 1,346,409,393 70.78 4,601,923 0.24
Association in respect
of an Odd-lot Offer*
23. To authorise the
Directors to
1,343,050,631 99.75 3,366,893 0.25 1,346,417,524 70.78 4,596,647 0.24
implement
an Odd-lot Offer
24. To approve a
contract to purchase
1,327,224,696 99.75 3,362,049 0.25 1,330,586,745 69.95 4,594,433 0.24
shares in respect of
an Odd-lot Offer*
*Special resolution
Notes:
i. As at 6:30pm on 14 May 2019, the time by which shareholders who wanted to vote at the AGM must have been entered on the
Company's register of members, the number of issued shares in the Company was 1,902,251,098 ordinary shares. In accordance with the
Company's Articles of Association, on a poll every member present in person or by proxy had one vote for every share held.
ii. There were no restrictions on shareholders to cast votes on any of the resolutions proposed at the AGM. Votes withheld are not votes in
law and therefore have not been counted in the calculation of the proportion of the votes for or against a resolution.
In accordance with section 695 of the Companies Act 2006, votes cast in respect of shares held by or on behalf of Odd-lot Holders on the
First Record Date (both terms as defined in the Notice of AGM) were excluded when determining whether resolution 24 was passed. For
technical reasons, in order to effect this, the votes cast in respect of the aggregate number of shares that fall within limb (b) of the
definition of “Odd-lots” in the Notice of AGM were deducted from their votes cast in favour of the resolution. For information purposes
only, the unadjusted number of votes cast in favour of the resolution was 1,343,055,537.
iii. All percentages are shown to two decimal places.
Pursuant to UK Listing Rule 9.6.2R, copies of all resolutions, other than those concerning ordinary business, passed at the AGM today have been
submitted to the National Storage Mechanism and will shortly be available to view at http://www.morningstar.co.uk/uk/NSM.
The poll results and a webcast of the AGM will also be available to view shortly on the Company's website at quilter.com/agm.
- ends -
Enquiries:
Investor Relations:
John-Paul Crutchley +44 (0)20 7002 7016
Keilah Codd +44 (0)20 7002 7054
Company Secretary:
Patrick Gonsalves +44 (0)20 7778 9670
Camarco
Geoffrey Pelham-Lane +44 (0)20 3757 4985
Aprio (South Africa)
Julian Gwillim +27 (0)11 880 0037
About Quilter plc:
Quilter plc is a leading wealth management business in the UK and internationally, helping to create prosperity for the generations of today and
tomorrow.
Quilter plc oversees £114.9 billion in investments (as at 31 March 2019).
It has an adviser and customer offering spanning: financial advice; investment platforms; multi-asset investment solutions; and discretionary fund
management.
The business is comprised of two segments: Advice and Wealth Management and Wealth Platforms.
Advice and Wealth Management encompasses the financial planning network, Intrinsic; Quilter Private Client Advisers; the discretionary fund
management business, Quilter Cheviot; and Quilter Investors, the Multi-asset investment solutions business. Wealth Platforms includes the Old
Mutual Wealth UK Platform; Old Mutual International, including AAM Advisory in Singapore; and the Old Mutual Wealth Heritage life assurance
business.
The Quilter plc businesses are being re-branded to Quilter over a period of approximately two years:
• The Multi-asset business is now Quilter Investors
• Intrinsic to Quilter Financial Planning
• The private client advisers business is now Quilter Private Client Advisers
• The UK Platform to Quilter Wealth Solutions
• The International business to Quilter International
• The Heritage life assurance business to Quilter Life Assurance
• Quilter Cheviot will retain its name.
JSE Sponsor: J.P. Morgan Equities South Africa (Pty) Ltd
Date: 16/05/2019 05:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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