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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May 12, 2022 12:49 ET (16:49 GMT)

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