TIDMJUP
RNS Number : 6652N
Jupiter Fund Management PLC
21 May 2020
21 May 2020
Jupiter Fund Management plc (the "Company")
Results of the General Meeting and the Annual General
Meeting
The Board is pleased to announce the results of both the General
Meeting, to approve the acquisition of Merian Global Investors
Limited ("Merian"), and the Annual General Meeting ("AGM") of the
Company held today, 21 May 2020, at The Zig Zag Building, 70
Victoria Street, London SW1E 6SQ.
All resolutions proposed at both the General Meeting and Annual
General Meeting were passed by the requisite majorities.
Andrew Formica, Chief Executive, commented:
"We are delighted by the support from our shareholders for the
acquisition of Merian, which reflects the strong strategic and
financial rationale for the transaction. Whilst completion of the
acquisition remains conditional on a small number of provisions,
including the receipt of customary regulatory approvals, this is an
important milestone. We remain on track to complete the acquisition
on, or as soon as possible after, 1 July 2020 and have been working
closely with colleagues at Merian on the integration, which is
progressing smoothly despite the lockdown."
Results of the General Meeting
Resolution For % of Against % of Total votes Votes
total total cast withheld*
votes votes
cast cast
To approve the
acquisition of
Merian Global Investors
Limited and authorise
the Directors to
allot the consideration
shares 348,500,180 95.04 18,199,862 4.96 366,700,042 18,694,296
------------ ------- ----------- ------- ------------ -----------
The results of the resolution proposed at the General Meeting,
decided by way of poll, is set out below.
*Please note that 'vote withheld' is not a vote under English
law and is not counted in the calculation of votes 'for' or
'against' a resolution, or in the 'percentage of total votes
cast'.
A total of 385,394,338 shares, representing 84.2% of the issued
share capital, was voted at the General Meeting.
Results of the AGM
The results of the AGM resolutions, all decided by way of poll,
are set out below.
Resolutions For % of Against % of Total votes Votes
total total cast withheld*
votes votes
cast cast
1. To receive the
report of the Directors
and the Accounts
of the Company
for the year ended
31 December 2019 382,003,896 99.38 2,393,575 0.62 384,397,471 920,630
------------ ------- ------------ ------- ------------ -----------
2. To approve the
Annual Remuneration
Report for the
year ended 31 December
2019 373,197,433 97.01 11,511,682 2.99 384,709,115 608,986
------------ ------- ------------ ------- ------------ -----------
3. To elect Wayne
Mepham as a Director 383,172,717 99.60 1,540,670 0.40 384,713,387 604,714
------------ ------- ------------ ------- ------------ -----------
4. To elect Nichola
Pease as a Director 378,640,163 98.92 4,125,554 1.08 382,765,717 2,552,384
------------ ------- ------------ ------- ------------ -----------
5. To re-elect
Jonathon Bond as
a Director 382,742,126 99.49 1,963,488 0.51 384,705,614 612,487
------------ ------- ------------ ------- ------------ -----------
6. To re-elect
Edward Bonham Carter
as a Director 380,559,404 98.92 4,163,344 1.08 384,722,748 595,353
------------ ------- ------------ ------- ------------ -----------
7. To re-elect
Andrew Formica
as a Director 383,212,523 99.61 1,507,945 0.39 384,720,468 597,633
------------ ------- ------------ ------- ------------ -----------
8. To re-elect
Karl Sternberg
as a Director 276,263,699 72.43 105,135,649 27.57 381,399,348 3,918,753
------------ ------- ------------ ------- ------------ -----------
9. To re-elect
Polly Williams
as a Director 383,361,767 99.65 1,343,950 0.35 384,705,717 612,384
------------ ------- ------------ ------- ------------ -----------
10. To re-elect
Roger Yates as
a Director 382,742,126 99.49 1,973,649 0.51 384,715,775 602,326
------------ ------- ------------ ------- ------------ -----------
11. To re-appoint
PricewaterhouseCoopers
LLP as the Company's
auditors 377,296,472 98.07 7,417,821 1.93 384,714,293 603,808
------------ ------- ------------ ------- ------------ -----------
12. To authorise
the Audit and Risk
Committee to set
the remuneration
of the auditor 379,598,369 98.67 5,121,914 1.33 384,720,283 597,818
------------ ------- ------------ ------- ------------ -----------
13. To authorise
the Directors to
allot shares in
the Company 382,795,699 99.50 1,921,294 0.50 384,716,993 601,108
------------ ------- ------------ ------- ------------ -----------
14. To authorise
political donations
and political expenditure 381,625,275 99.20 3,072,582 0.80 384,697,857 620,244
------------ ------- ------------ ------- ------------ -----------
15. To authorise
the Directors to
disapply pre-emption
rights 384,583,050 99.97 115,861 0.03 384,698,911 619,190
------------ ------- ------------ ------- ------------ -----------
16. To authorise
the Company to
purchase its own
shares 382,229,736 99.38 2,403,891 0.62 384,633,627 684,474
------------ ------- ------------ ------- ------------ -----------
17. To approve
general meetings
(other than annual
general meetings)
of the Company
being called on
14 clear days'
notice 374,536,325 97.36 10,171,485 2.64 384,707,810 610,291
------------ ------- ------------ ------- ------------ -----------
*Please note that 'vote withheld' is not a vote under English
law and is not counted in the calculation of votes 'for' or
'against' a resolution, or in the 'percentage of total votes
cast'.
A total of 385,318,101 shares, representing 84.2% of the issued
share capital, was voted at the AGM.
The Board has considered the results of the AGM today and notes
the level of votes cast against resolution 8, the re-election of
Karl Sternberg, which received under 80% approval. As previously
disclosed, this is primarily driven by the votes of our largest
shareholder, who applies a more stringent voting policy on
directors' external commitments than is market practice. Karl's
external commitments are to listed investment trusts which require
significantly less time commitment than a listed operating company.
The Board strongly supports Karl's re-appointment to the Board and
throughout his tenure Karl has clearly demonstrated his commitment
to the Company and ability to dedicate sufficient time to his
duties. The Nomination Committee carefully monitor all directors
external time commitments and would take appropriate action should
concerns be identified. In line with the requirements of the UK
Governance Code, we will continue to engage with our major
dissenting shareholders on this matter and provide the required
updates on engagement.
The issued share capital of the Company comprises 457,699,916
shares. Resolutions 15, 16 and 17 were passed as special
resolutions.
The Company has today sent copies of the resolutions passed at
the General Meeting and AGM concerning items other than ordinary
business to the National Storage Mechanism and they are available
for inspection at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism .
Details of proxy votes lodged will be available shortly on the
Company's website at
https://www.jupiteram.com/corporate/Investor-Relations/Shareholder-information/AGM-information
Jupiter Fund Management plc
LEI Number: 5493003DJ1G01IMQ7S28
For further information please contact:
Investors Media
Jupiter Lisa Daniels Despina Constantinides
+44 (0)20 3817 +44 (0)20 3817
1664 1278
Powerscourt Justin Griffiths
+44 (0)20 7250 1446
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END
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