TIDMGYM
RNS Number : 3561L
Gym Group PLC (The)
12 May 2022
LEI Number: 213800VCU9TBANZIN455
12 May 2022
The Gym Group plc (the "Company")
Annual General Meeting ("AGM") Results
The Company announces that at its Annual General Meeting held
earlier today at No. 1 Croydon, 12-16 Addiscombe Road, Croydon, CR0
0XT, all the resolutions set out in the Notice of AGM were passed
by the requisite majority. Each of the resolutions put to the AGM
was voted on by way of a poll. The results of the poll for each
resolution were as follows:
Resolution For For Against Against Votes Withheld Total issued
* indicates Special Resolution (No. of (%) (No. of (%) (No. of share capital
shares) shares) shares) instructed
(%)
1. To receive the Annual Report
and Accounts. 142,402,186 100.00 375 0.00 1,597,945 80.05
2. To approve the Directors'
Remuneration Policy. 137,871,527 96.61 4,841,266 3.39 1,287,713 80.22
3. To approve the Remuneration
Statement and Remuneration
Report. 102,619,408 72.87 38,206,463 27.13 3,174,635 79.16
4. To re-elect Penny Hughes
as a Director. 132,075,533 96.74 4,446,726 3.26 7,478,247 76.74
5. To re-elect John Treharne
as a Director. 143,088,240 99.37 912,266 0.63 0 80.95
6. To re-elect Richard Darwin
as a Director. 143,112,231 99.38 888,275 0.62 0 80.95
7. To re-elect David Kelly
as a Director. 137,246,441 95.31 6,754,065 4.69 0 80.95
8. To re-elect Emma Woods
as a Director. 131,959,415 91.64 12,041,091 8.36 0 80.95
9. To re-elect Mark George
as a Director. 143,710,129 99.80 289,920 0.20 457 80.95
10. To elect Wais Shaifta
as a Director. 141,759,882 99.48 740,624 0.52 1,500,000 80.11
11. To elect Rio Ferdinand
as a Director. 134,280,228 93.25 9,719,379 6.75 899 80.95
12. To elect Ann-Marie Murphy
as a Director. 143,734,802 99.82 265,704 0.18 0 80.95
13. To re-appoint Ernst &
Young LLP as auditors of the
Company. 142,499,731 98.96 1,500,775 1.04 0 80.95
14. To authorise the Audit
and Risk Committee to determine
the auditors' remuneration. 144,000,131 100.00 375 0.00 0 80.95
15. To authorise the Company
to make political donations
and incur political expenditure. 134,836,578 93.64 9,163,928 6.36 0 80.95
16. To authorise the Directors
to allot ordinary shares. 143,484,455 99.64 516,051 0.36 0 80.95
17. To disapply statutory
pre-emption rights.* 141,825,758 98.49 2,174,748 1.51 0 80.95
18. To disapply statutory
pre-emption rights solely
in relation to acquisitions
and specified capital investments.* 140,301,842 97.43 3,698,664 2.57 0 80.95
19. To authorise the Company
to purchase its own ordinary
shares.* 142,490,013 98.96 1,500,375 1.04 10,118 80.94
20. To authorise the Directors
to hold general meetings on
not less than 14 clear days'
notice.* 140,659,074 97.68 3,341,432 2.32 0 80.95
NOTES:
1. All resolutions were passed.
2. Proxy appointments which gave discretion to the Chairman
of the AGM have been included in the "For" total for
the appropriate resolution.
3. Votes "For" and "Against" any resolution are expressed
as a percentage of votes validly cast for that resolution.
4. A "Vote withheld" is not a vote in law and is not counted
in the calculation of the percentage of shares voted
"For" or "Against" any resolution nor in the calculation
of the proportion of "Total issued share capital instructed"
for any resolution.
5. The number of shares in issue at 6:00 p.m. on 10 May
2022 was 177,891,961 (the "Share Capital") and at that
time, the Company did not hold any Ordinary shares in
treasury. The Company holds 48,050 non-voting Deferred
Ordinary share of GBP1 each in treasury.
6. The proportion of "Total issued share capital instructed"
for any resolution is the total of votes validly cast
for that resolution (i.e. the total votes "For" and
"Against" that resolution) expressed as a percentage
of the Share Capital.
7. The full text of the resolutions passed at the AGM can
be found in the Notice of Annual General Meeting which
is available on the Company's website at www.tggplc.com.
8. A copy of resolutions 14-18 passed at the AGM will shortly
be submitted to the National Storage Mechanism and will
be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
.
9. The complete poll results will be available shortly
on the Company's website at www.tggplc.com.
Statement regarding voting result
The Board notes that although there was significant support for
all of the resolutions, resolution 3 which passed with
approximately 72.87% support, received a vote for of under 80%. The
Board welcomes shareholder views and feedback on all aspects of the
Annual Report and Accounts, including the subject of remuneration.
We believe that the set of circumstances which arose in 2021 are
unlikely to re-occur.
We are grateful for the strong shareholder support shown for our
forward-looking remuneration policy which may now be applied for
the next 3 years (passed at 96.61%).
For further information, please contact:
The Gym Group: via Tulchan Communications
Richard Darwin, CEO
Mark George, CFO
Tulchan Communications:
James Macey White
Elizabeth Snow
Laura Marshall +44 (0) 207 353 4200
ENDS
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