TIDMARW
RNS Number : 1447B
Arrow Global Group PLC
04 June 2019
4 June 2019
Arrow Global Group Plc
Result of Voting at 2019 Annual General Meeting
(the "Company")
The Company announces that all resolutions were passed by the
requisite majorities on a poll at the Company's Annual General
Meeting held on Tuesday, 4 June 2019. The results of the poll,
incorporating proxy votes lodged in advance of the meeting, are set
below and will be published on the Company's website
www.arrowglobalir.net. The full text of the resolutions is set out
in the Notice of Meeting dated 22 March 2019, which is also
available at www.arrowglobalir.net.
In accordance with Listing Rule 9.6.2, a copy of the resolutions
passed as special business (resolutions 12 to 17 inclusive) have
been submitted to the National Storage Mechanism and will be
available for inspection at www.morningstar.co.uk/uk/NSM.
Resolution Votes For % Votes Votes % Votes Total Votes % of Votes
For Against Against Validly Issued Withheld
1 1 Cast Share 3
Capital
Voted
1,2
1 To receive
the annual
report and
accounts
for the
year ended
31 December
2018 150,969,409 99.98 23,778 0.02 150,993,187 85.38% 84,972
------------ -------- ----------- --------- ------------ --------- -----------
2 To approve
the directors'
remuneration
report for
the year
ended 31
December
2018 (other
than the
part containing
the directors'
remuneration
policy) 101,448,634 73.86 35,897,086 26.14 137,345,720 77.66% 13,732,439
------------ -------- ----------- --------- ------------ --------- -----------
3 To declare
a final
dividend
of 8.7p
per ordinary
share for
the year
ended 31
December
2018 151,061,160 99.99 17,000 0.01 151,078,160 85.42% 0
------------ -------- ----------- --------- ------------ --------- -----------
4 To re-elect
Jonathan
Bloomer
as a director 148,157,267 98.07 2,915,892 1.93 151,073,159 85.42% 5,000
------------ -------- ----------- --------- ------------ --------- -----------
5 To re-elect
Lee Rochford
as a director 151,041,168 99.98 33,492 0.02 151,074,660 85.42% 3,500
------------ -------- ----------- --------- ------------ --------- -----------
6 To re-elect
Paul Cooper
as a director 151,017,180 99.96 55,980 0.04 151,073,160 85.42% 5,000
------------ -------- ----------- --------- ------------ --------- -----------
7 To re-elect
Lan Tu as
a director 139,154,525 92.11 11,918,634 7.89 151,073,159 85.42% 5,000
------------ -------- ----------- --------- ------------ --------- -----------
8 To re-elect
Maria Luís
Albuquerque
as a director 151,005,389 99.95 72,771 0.05 151,078,160 85.42% 0
------------ -------- ----------- --------- ------------ --------- -----------
9 To re-elect
Andrew Fisher
as a director 148,173,524 98.08 2,899,636 1.92 151,073,160 85.42% 5,000
------------ -------- ----------- --------- ------------ --------- -----------
10 To re-appoint
KPMG LLP
as auditor
of the Company 151,034,100 99.97 40,043 0.03 151,074,143 85.42% 4,016
------------ -------- ----------- --------- ------------ --------- -----------
11 To authorise
the directors
to agree
the auditor's
remuneration 151,052,936 99.98 23,723 0.02 151,076,659 85.42% 1,500
------------ -------- ----------- --------- ------------ --------- -----------
12 To authorise
the Company
to make
political
donations 149,907,929 99.23 1,166,731 0.77 151,074,660 85.42% 3,500
------------ -------- ----------- --------- ------------ --------- -----------
13 To authorise
the directors
to allot
shares up
to specific
limits 150,330,350 99.51 744,310 0.49 151,074,660 85.42% 3,500
------------ -------- ----------- --------- ------------ --------- -----------
14 To disapply
statutory
pre-emption
rights (up
to the customary
5% limit)
4 149,938,724 99.25 1,135,936 0.75 151,074,660 85.42% 3,500
------------ -------- ----------- --------- ------------ --------- -----------
15 To disapply
statutory
pre-emption
rights (up
to the enhanced
5% limit)
4 149,916,310 99.23 1,158,349 0.77 151,074,659 85.42% 3,500
------------ -------- ----------- --------- ------------ --------- -----------
16 To authorise
the Company
to purchase
its own
shares 4 151,050,416 99.99 20,440 0.01 151,070,856 85.42% 7,303
------------ -------- ----------- --------- ------------ --------- -----------
17 To authorise
a general
meeting
(other than
an annual
general
meeting)
to be held
on 14 clear
days' notice
4 150,547,053 99.65 531,107 0.35 151,078,160 85.42% 0
------------ -------- ----------- --------- ------------ --------- -----------
Notes:
1. Percentages are rounded to two decimal places.
2. The number of ordinary shares in issue at 6.00pm on 3 June 2019 was 176,858,244.
3. A vote withheld is not a vote in law and is not counted in
the calculation of the percentage votes for or against a
resolution.
4. Special resolution requiring a 75% majority.
Statement from the Company:
In relation to the advisory vote on Resolution 2, the Board
recognises that, while the majority of our shareholders were
supportive, a number of our shareholders opposed the
resolution.
We are naturally disappointed that we didn't receive a higher
level of support. The views of all shareholders are very important
to us and we have a regular dialogue with our shareholders
throughout the year. We did consult with our largest institutional
shareholders and investor bodies (ISS and IA) on the proposed
changes to the long term performance measures and our proposed
approach to executive pay for 2019; however, it is clear that for a
number of shareholders some concerns remained. The Remuneration
Committee will continue to engage constructively with shareholders
over the coming months to fully understand the rationale for the
voting outcome on this resolution. In conjunction with this, the
Committee will also review the disclosures in our Remuneration
Report and some detail elements of our compensation structure
during the year.
In accordance with the UK Corporate Governance Code, we will
publish an update on that engagement within six months of the AGM.
We expect to seek shareholder approval for a new Directors'
Remuneration Policy at our AGM in 2021 in line with the normal
cycle for renewal.
ENQUIRIES
Stewart Hamilton (Company Secretary) +44 (0) 161 242 5861
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END
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