Wrap Text
Resolutions passed at 2021 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
LEI: 549300TTXXZ1SHUI0D54
11 May 2021
CAPITAL & COUNTIES PROPERTIES PLC (the “Company”)
RESOLUTIONS PASSED AT 2021 ANNUAL GENERAL MEETING
The results of the voting by poll on the resolutions put to the Company’s 2021 Annual General Meeting held on
11 May 2021 are as follows:
Resolutions For: % Against: % Total votes % of Withheld:
cast: issued
share
capital
1. To receive the accounts and
reports of the Directors and
686,287,947 100.00% 1,409 0.00% 686,289,356 80.63% 724,463
the Auditors for the year
ended 31 December 2020
2. To re-elect Henry Staunton
645,053,847 94.22% 39,552,392 5.78% 684,606,239 80.44% 1,407,580
as a Director
3. To re-elect Ian
661,847,376 96.37% 24,918,863 3.63% 686,766,239 80.69% 247,580
Hawksworth as a Director
4. To re-elect Situl
677,542,140 98.66% 9,224,099 1.34% 686,766,239 80.69% 247,580
Jobanputra as a Director
5. To re-elect Michelle
678,580,698 98.81% 8,185,541 1.19% 686,766,239 80.69% 247,580
McGrath as a Director
6. To re-elect Charlotte Boyle
680,869,131 99.14% 5,897,108 0.86% 686,766,239 80.69% 247,580
as a Director
7. To re-elect Jonathan Lane
668,836,416 97.39% 17,929,823 2.61% 686,766,239 80.69% 247,580
as a Director
8. To re-elect Anthony
681,922,804 99.29% 4,843,018 0.71% 686,765,822 80.69% 247,997
Steains as a Director
9. To re-appoint
PricewaterhouseCoopers 613,511,097 89.33% 73,248,031 10.67% 686,759,128 80.69% 254,691
LLP as Auditors
10. To authorise the Audit
Committee of the Board to
679,055,708 98.88% 7,712,043 1.12% 686,767,751 80.69% 246,068
determine the Auditors’
remuneration
11. To approve the Directors’
Remuneration Report for
the year ended 31
641,795,381 94.12% 40,093,171 5.88% 681,888,552 80.12% 5,125,267
December 2020 (other
than the Directors’
Remuneration Policy)
12. To authorise the Directors
to allot the unissued share
capital up to a specified 540,215,124 78.66% 146,544,172 21.34% 686,759,296 80.69% 254,523
amount (s.551)
(Companies Act 2006)
13. Special Resolution: To
disapply pre-emption
provisions of s.561(1) of 566,118,795 82.43% 120,638,756 17.57% 686,757,551 80.69% 256,268
the Companies Act 2006
up to a specified amount
14. Special Resolution: To
authorise the Company to 655,487,090 95.70% 29,483,872 4.30% 684,970,962 80.48% 2,042,859
purchase its own shares
15. Special Resolution: To
allow General Meetings
(other than AGMs) to be 638,371,962 92.95% 48,387,336 7.05% 686,759,298 80.69% 254,521
held on 14 clear days’
notice
16. Special Resolution: To
adopt new Articles of
Association of the
Company in substitution 686,763,320 100.00% 3,588 0.00% 686,766,908 80.69% 246,911
for and to the exclusion of
the Company’s existing
Articles
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: 851,119,601. Every shareholder has one vote for every ordinary
share held.
The Board notes that although resolution 12 was passed with the requisite majority, 21.34% 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.
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 this resolution.
As announced on 15 February 2021, Jonathan Lane became Chairman of the Company’s Remuneration
Committee at the conclusion of the Annual General Meeting.
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:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
Enquiries:
Ruth Pavey
Company Secretary
Telephone +44 20 3214 9170
JSE Sponsor
UBS South Africa (Pty) Limited
Date: 11-05-2021 04:00:00
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