2
May 2024
Grafton Group
plc
(the
"Company")
Results of the Annual General
Meeting of the Company
held at 10.30am (Irish Time)
on 2 May 2024
Grafton Group plc (the "Company") held its Annual General
Meeting ("AGM") on 2 May
2024 during which resolutions 1 to
11 were duly passed in line with the
Board's recommendation. Resolution 12, a shareholder
resolution, was not passed in line with the recommendation of the
Board.
All
resolutions, as set out in the Notice of AGM, were voted on by way
of a poll and the results were as follows:
Resolution
|
For
|
%
|
Against
|
%
|
Withheld
|
1
|
To receive
and consider the financial statements for the year ended 31
December 2023.
|
124,244,146
|
99.998
|
2,534
|
0.002
|
1,298,901
|
2
|
To declare
and pay a final dividend of 26.0 pence per Ordinary Share for the
year ended 31 December 2023.
|
125,532,408
|
99.999
|
710
|
0.001
|
12,463
|
3(a)
|
To re-elect
Eric Born as a Director.
|
123,140,915
|
98.88
|
1,388,626
|
1.12
|
1,016,040
|
3(b)
|
To re-elect
David Arnold as a Director.
|
123,878,435
|
98.71
|
1,624,928
|
1.29
|
42,218
|
3(c)
|
To re-elect
Susan Murray as a Director.
|
118,747,557
|
94.60
|
6,784,688
|
5.40
|
13,336
|
3(d)
|
To re-elect
Vincent Crowley as a Director.
|
119,791,596
|
95.56
|
5,568,705
|
4.44
|
185,280
|
3(e)
|
To re-elect
Rosheen McGuckian as a Director.
|
122,153,379
|
97.42
|
3,233,804
|
2.58
|
158,398
|
3(f)
|
To re-elect
Avis Darzins as a Director.
|
122,146,791
|
97.42
|
3,240,897
|
2.58
|
157,893
|
3(g)
|
To elect
Mark Robson as a Director.
|
124,349,729
|
99.06
|
1,182,516
|
0.94
|
13,336
|
3(h)
|
To elect
Ian Tyler as a Director.
|
124,477,282
|
99.16
|
1,055,673
|
0.84
|
12,626
|
4
|
To consider
the continuation in office of PricewaterhouseCoopers as Auditors of
the Company.
|
124,518,113
|
99.19
|
1,020,567
|
0.81
|
6,901
|
5
|
To
authorise the Directors to fix the remuneration of the Auditors for
the year ended 31 December 2024.
|
125,535,720
|
99.9997
|
414
|
0.0003
|
9,447
|
6
|
To receive
and consider the Chair's Annual Statement and the Annual Report on
Remuneration of the Remuneration Committee for the year ended 31
December 2023.
|
123,729,361
|
98.61
|
1,741,874
|
1.39
|
74,346
|
7
|
To approve
the convening of an Extraordinary General Meeting on 14 clear days'
notice.
|
121,240,355
|
96.57
|
4,300,762
|
3.43
|
4,464
|
8
|
To
authorise the Directors to allot relevant securities.
|
124,213,485
|
98.97
|
1,294,932
|
1.03
|
37,164
|
9
|
To
authorise the Directors to dis-apply statutory pre-emption rights
and allot up to five per cent of the issued ordinary share capital
of the Company.
|
125,485,744
|
99.99
|
10,433
|
0.01
|
49,404
|
10
|
To
authorise market purchases of the Company's own shares.
|
124,386,407
|
99.18
|
1,023,867
|
0.82
|
135,307
|
11
|
To
determine the price range for the re-issue of treasury shares
off-market.
|
125,394,048
|
99.99
|
17,598
|
0.01
|
133,935
|
12
|
Impact of
share buybacks on earnings per share performance condition of
awards granted to participants of the 2021 Long Term Incentive Plan
of the Company.
|
29,712,073
|
21.41
|
109,092,626
|
78.59
|
240,882
|
As noted above, Resolution 12 was a
shareholder resolution and the Board recommended that shareholders
vote against this resolution. The Board notes that while
78.59 per cent of votes cast supported the Board's recommendation
and voted against this resolution, a notable minority of votes were
cast in favour of this resolution. The views of shareholders are
important to us and we will consult with those shareholders who
voted in favour of the shareholder resolution to better understand
their specific concerns and publish an update in due course in
accordance with the provisions of the UK Corporate Governance
Code.
Notes:
1. Votes "For" and
"Against" are expressed as a percentage of votes
received.
2. A vote "Withheld" is
not a vote in law and is not counted in the calculation of the
votes "For" or "Against" the resolution.
3. A total of
125,545,581 votes were validly cast for all resolutions other than
Resolution 12 where the number of votes validly cast was
139,045,581.
The full text of these resolutions is
set out in the Notice of AGM, which was included in the AGM
Circular made available to shareholders on 26 March 2024 and which
is available on the Company's website at:
https://www.graftonplc.com/investors/shareholder-services/shareholder-meetings/.
As required by the Listing Rules of
the London Stock Exchange, copies of all
resolutions passed by the company other than resolutions concerning
ordinary business have been forwarded to the UK's National Storage
Mechanism where they will shortly be available for inspection
at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
For further information, please
contact:
Susan Lannigan
Deputy Company Secretary
Grafton Group plc
Telephone: +353 1 2160600