TIDMBWNG
RNS Number : 5533F
Brown (N.) Group PLC
10 July 2023
RNS ANNOUNEMENT
Released 10 July 2023 post AGM
N BROWN GROUP PLC - RESULTS OF AGM AND CONFIRMATION OF BOARD
CHANGES
N Brown Group Plc (the "Company" or the "Group"), a top 10 UK
clothing and footwear digital retailer, announces that at its
Annual General Meeting (the "AGM") held on Monday 10 July 2023 all
resolutions were duly passed. Details of the resolutions are set
out in full in the Notice of AGM made available to shareholders on
15 June 2023. Copies are available to view and download on the
Company's corporate website:
https://www.nbrown.co.uk/investors/shareholder-information/agm
Shareholders were recommended to appoint the Chair as their
proxy to vote on the resolutions set out in the notice of meeting.
A poll was held on each of the resolutions proposed; all
resolutions were passed by the required majority. Resolutions 1 to
14 (inclusive) and Resolution 16 were passed as ordinary
resolutions and Resolution 15 was passed as a special
resolution.
The results of votes cast for each resolution were as
follows:
RESOLUTION VOTES % VOTES % VOTES
FOR FOR AGAINST AGAINST WITHHELD
------------ ------ --------- --------- ----------
To receive the audited accounts
and the auditors' and directors'
reports for the 53 week
1 period ended 4 March 2023. 370,968,830 99.99 9,913 0.01 2,866
--------------------------------------------- ------------ ------ --------- --------- ----------
2 To approve the directors' 370,680,345 99.91 295,814 0.08 5,450
remuneration report (including
the part containing the
directors' remuneration
policy) for the 53 week
period ended 4 March 2023.
--------------------------------------------- ------------ ------ --------- --------- ----------
To re-appoint Ron McMillan
3 as a director. * 370,822,906 99.97 129,418 0.03 29,285
--------------------------------------------- ------------ ------ --------- --------- ----------
To re-appoint Steve Johnson
4 as a director. 370,766,824 99.95 176,574 0.05 38,211
--------------------------------------------- ------------ ------ --------- --------- ----------
5 To re-appoint Lord Alliance 370,816,037 99.96 123,458 0.03 42,114
of Manchester CBE as a director.
--------------------------------------------- ------------ ------ --------- --------- ----------
To re-appoint Michael Ross
6 as a director. * 370,822,964 99.97 120,244 0.03 38,401
--------------------------------------------- ------------ ------ --------- --------- ----------
To re-appoint Vicky Mitchell
7 as a director. * 370,830,403 99.97 121,921 0.03 29,285
--------------------------------------------- ------------ ------ --------- --------- ----------
8 To re-appoint Joshua Alliance 370,817,812 99.96 132,096 0.04 31,701
as a director.
--------------------------------------------- ------------ ------ --------- --------- ----------
To re-appoint Dominic Platt
9 as a director. * 370,822,385 99.97 118,407 0.03 40,817
--------------------------------------------- ------------ ------ --------- --------- ----------
To re-appoint Meg Lustman
10 as a director. * 370,830,881 99.97 121,443 0.03 29,285
--------------------------------------------- ------------ ------ --------- --------- ----------
11 To re-appoint Dominic Appleton 370,776,149 99.94 173,759 0.05 31,701
as a director, subject to
regulatory approval.
--------------------------------------------- ------------ ------ --------- --------- ----------
To appoint Ernst & Young
12 LLP as auditors . 370,928,156 99.99 24,134 0.01 29,319
--------------------------------------------- ------------ ------ --------- --------- ----------
To authorise the Audit and
Risk Committee of the board
of directors to determine
13 the auditors' remuneration. 370,858,686 99.98 90,023 0.02 32,900
--------------------------------------------- ------------ ------ --------- --------- ----------
14 Director's authorisation 370,766,068 99.94 189,925 0.05 25,616
to allot shares in the Company
... up to an aggregate nominal
amount of GBP16,965,171
--------------------------------------------- ------------ ------ --------- --------- ----------
Granting of Section 561
authority permitting an
allotment of shares by the
Directors for cash without
15 pre-emption rights 370,695,597 99.92 255,430 0.07 30,582
--------------------------------------------- ------------ ------ --------- --------- ----------
To approve the rules of
the N Brown Group plc Share
16 Plan. 370,812,211 99.95 137,663 0.04 31,735
--------------------------------------------- ------------ ------ --------- --------- ----------
* Independent Non-Executive Director
The full resolution can be found in the AGM notice
Notes:
1. As at the date of the AGM, the Company had 460,483,231
ordinary shares in issue. The Company did not hold any shares in
treasury and therefore the number of total voting rights as at the
date of the AGM was 460,483,231.
2. The scrutineer of the voting was Link Asset Services, the Company's Share Registrar.
3. Note that a 'vote withheld' is not a vote in law and such
votes have not been included in the calculation of votes 'for' and
'against' each resolution. Proxy appointments which gave discretion
to the Chairman have been included in the 'for' total above.
Confirmation of Board changes
Following the announcements made on 27 January 2023 and 7
February 2023 , Gill Barr and Richard Moross have stepped down as
Board Directors as planned following the conclusion of the
Company's AGM today.
The Board would like to thank both Gill and Richard for their
contributions to the Group.
Following these changes, the Board will comprise the Chair (who
was independent on appointment), the Group CEO and CFO and six
Non-Executive Directors, four of whom are considered to be
independent.
Meg Lustman will succeed Gill as the Chair of the Remuneration
Committee and a member of the Nominations & Governance
Committee. The appointment of Meg Lustman as the Chair of the
Remuneration Committee remains subject to FCA approval.
A copy of this announcement has been posted on the Company's
corporate website:
https://www.nbrown.co.uk/investors/shareholder-information/agm
For further information:
N Brown Group
David Fletcher, Head of Investor Relations +44 (0)7876 111242
MHP Communications
James McFarlane / Eleni Menikou / Charles +44 (0) 20 3128 8789
Hirst NBrown@mhpgroup.com
Shore Capital - Nomad and Broker
Stephane Auton / Daniel Bush +44 (0) 20 7408 4090
About N Brown Group:
N Brown is a top 10 UK clothing & footwear digital retailer,
with a home proposition. Our retail brands include JD Williams,
Simply Be and Jacamo, and our financial services proposition allows
customers to spread the cost of shopping with us. We are
headquartered in Manchester where we design, source and create our
product offer and we employ over 1,700 people across the UK.
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END
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