TIDMCOST

RNS Number : 5198K

Costain Group PLC

05 May 2022

5 MAY 2022

Costain Group PLC

(the "Company")

RESULTS OF 2022 AGM

At the Company's Annual General Meeting held on 5 May 2022 (the "AGM"), the resolutions set out in the Notice of Meeting, circulated to shareholders on 30 March 2022, were passed by the requisite majorities. Resolutions 1 to 16 were passed as ordinary resolutions and Resolutions 17 to 21 were passed as special resolutions.

As at 6.30pm on 3 May 2022, the number of issued shares in the Company was 274,949,741 ordinary shares, which was the total number of shares entitling the holders to attend and vote for or against all the resolutions at the AGM. In accordance with the Company's Articles of Association, the resolutions were put to the meeting on a poll in which every member present in person or by proxy had one vote for every share held.

The poll results, on which EQ, the Company's registrar, acted as scrutineer are as follows:

 
 RESOLUTION                    NUMBER       % of      NUMBER      % of       TOTAL        % of     NUMBER 
                               OF VOTES     Votes    OF VOTES     Votes      VOTES       Issued     OF VOTES 
                                 FOR        Cast      AGAINST     Cast        CAST        Share     WITHHELD 
                                                                                         Capital 
                                                                                          Voted 
 Resolution 1 
  Receive the 
  2021 Annual 
  Report and Accounts        177,614,044   99.98    37,637       0.02     177,651,681   64.61%     50,206 
                            ------------  -------  -----------  -------  ------------  ---------  ----------- 
 Resolution 2 
  Approve the 
  Directors' Remuneration 
  Report                     132,739,031   87.94    18,199,623   12.06    150,938,654   54.90%     26,763,213 
                            ------------  -------  -----------  -------  ------------  ---------  ----------- 
 Resolution 3 
  Re-elect Paul 
  Golby                      176,507,077   99.35    1,147,064    0.65     177,654,141   64.61%     47,726 
                            ------------  -------  -----------  -------  ------------  ---------  ----------- 
 Resolution 4 
  Re-elect Alex 
  Vaughan                    177,325,773   99.82    318,645      0.18     177,644,418   64.61%     57,449 
                            ------------  -------  -----------  -------  ------------  ---------  ----------- 
 Resolution 5 
  Re-elect Helen 
  Willis                     177,352,265   99.84    288,015      0.16     177,640,280   64.61%     61,587 
                            ------------  -------  -----------  -------  ------------  ---------  ----------- 
 Resolution 6 
  Re-elect Bishoy 
  Azmy                       176,817,260   99.54    811,437      0.46     177,628,697   64.60%     73,170 
                            ------------  -------  -----------  -------  ------------  ---------  ----------- 
 Resolution 7 
  Elect Neil Crockett        177,367,239   99.86    255,785      0.14     177,623,024   64.60%     78,843 
                            ------------  -------  -----------  -------  ------------  ---------  ----------- 
 Resolution 8 
  Re-elect Jacqueline 
  de Rojas                   176,576,020   99.40    1,064,415    0.60     177,640,435   64.61%     61,432 
                            ------------  -------  -----------  -------  ------------  ---------  ----------- 
 
 
 Resolution 9 
  Re-elect Tony 
  Quinlan                   176,865,567   99.56   773,523      0.44    177,639,090   64.61%   62,777 
                           ------------  ------  -----------  ------  ------------  -------  -------- 
 Resolution 10 
  Elect Fiona 
  MacAulay                  165,422,109   93.12   12,217,053   6.88    177,639,162   64.61%   62,705 
                           ------------  ------  -----------  ------  ------------  -------  -------- 
 Resolution 11 
  Re-appoint PwC 
  as auditor                177,103,443   99.84   288,742      0.16    177,392,185   64.52%   309,682 
                           ------------  ------  -----------  ------  ------------  -------  -------- 
 Resolution 12 
  Authorise the 
  auditor's remuneration    177,511,256   99.92   139,512      0.08    177,650,768   64.61%   51,119 
                           ------------  ------  -----------  ------  ------------  -------  -------- 
 Resolution 13 
  Authorise political 
  donations                 158,424,203   89.19   19,206,367   10.81   177,630,570   64.60%   71,297 
                           ------------  ------  -----------  ------  ------------  -------  -------- 
 Resolution 14 
  Authorise the 
  allotment of 
  shares                    177,151,660   99.75   451,709      0.25    177,603,369   64.59%   98,498 
                           ------------  ------  -----------  ------  ------------  -------  -------- 
 Resolution 15 
  Authorise renewal 
  of the Scrip 
  Dividend Scheme           177,341,314   99.83   309,231      0.17    177,650,545   64.61%   51,322 
                           ------------  ------  -----------  ------  ------------  -------  -------- 
 Resolution 16 
  Approve the 
  Costain 2022 
  Sharesave Plan            177,162,063   99.72   498,560      0.28    177,660,623   64.62%   41,244 
                           ------------  ------  -----------  ------  ------------  -------  -------- 
 Resolution 17 
  Approve the 
  disapplication 
  of pre-emption 
  rights (general)          173,138,405   97.47   4,492,674    2.53    177,631,079   64.60%   70,788 
                           ------------  ------  -----------  ------  ------------  -------  -------- 
 Resolution 18 
  Approve the 
  disapplication 
  of pre-emption 
  rights (acquisition 
  or capital investment)    173,174,824   97.50   4,448,602    2.50    177,623,426   64.60%   78,441 
                           ------------  ------  -----------  ------  ------------  -------  -------- 
 Resolution 19 
  Authorise the 
  purchase of 
  own shares                177,373,646   99.84   286,499      0.16    177,660,145   64.62%   41,722 
                           ------------  ------  -----------  ------  ------------  -------  -------- 
 Resolution 20 
  Adopt new Articles 
  of Association            177,160,512   99.86   245,781      0.14    177,406,293   64.52%   295,574 
                           ------------  ------  -----------  ------  ------------  -------  -------- 
 Resolution 21 
  Approve the 
  holding of General 
  Meetings (other 
  than AGMs) on 
  14 clear days' 
  notice                    176,808,261   99.51   866,505      0.49    177,674,766   64.62%   27,101 
                           ------------  ------  -----------  ------  ------------  -------  -------- 
 

Notes:

1. There were no restrictions on shareholders to cast votes on any of the resolutions proposed at the AGM.

2. Percentages are expressed as a proportion of the total votes cast (which does not include votes withheld).

3. A vote withheld is not a vote in law and is not included in the calculation of the votes 'For' or 'Against' the resolutions, nor the total votes cast.

4. Any proxy appointments which gave discretion to the Chair have been included in the 'For' totals.

In accordance with Listing Rule 9.6.2R, copies of all resolutions passed at the AGM today, other than those concerning ordinary business, will be submitted to the National Storage Mechanism, where they will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism . In addition, copies of these resolutions will also be filed with Companies House.

The results of the 2022 AGM will be available to view on the Company's website at www.costain.com .

ENQUIRIES

Investors and analysts

   Louise Bryant, Costain                                                +44 7813 210 809 
   Financial media - Headland                                       costain@headlandconsultancy.com 
   Andy Rivett-Carnac                                                    +44 7968 997 365 

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END

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May 05, 2022 11:47 ET (15:47 GMT)

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