TIDMMLC
RNS Number : 7380Y
Millennium & Copthorne Hotels PLC
10 May 2019
For Immediate Release 10 May 2019
MILLENNIUM & COPTHORNE HOTELS PLC
LEI: 2138003EQ104LZ1JNH19
Result of 2019 Annual General Meeting
Millennium & Copthorne Hotels plc (the "Company") announces
that at its Annual General Meeting held today (Friday, 10 May
2019), all of the resolutions put to shareholders were duly passed
on a poll. The poll results showing the number of votes received
for and against each resolution are set out below. The total number
of ordinary shares in issue is 324,793,808 and these carry voting
rights of one vote per share.
The votes cast on resolutions 4, 5, 6, 7 and 11 relating to the
election or re-election of the independent non-executive Directors,
have been calculated separately. These resolutions were duly passed
by a majority of votes cast by independent shareholders as well as
by a majority of votes cast by all shareholders. The following
table includes both the results of the votes cast by the
independent shareholders (marked with an **) and the votes cast by
all shareholders.
Full details of the resolutions passed, together with
explanatory notes, are set out in the Notice of Annual General
Meeting, available on the Company's website at
https://investors.millenniumhotels.com
Resolution For/ % Against % Total Vote Withheld*
Discretion
1. To receive
the audited
accounts and
the Auditor's
and Directors'
Reports for
the year ended
31 December
2018 312,306,044 99.99 27,357 0.01 312,333,401 18,041
------------- ------- ----------- ------ ------------ ---------------
2. To approve
the Directors'
Remuneration
Report for the
year ended 31
December 2018 289,551,518 92.78 22,542,361 7.22 312,093,879 257,562
------------- ------- ----------- ------ ------------ ---------------
3. To declare
a final dividend
of 2.15 pence
per ordinary
share 312,351,442 100.00 0 0.00 312,351,442 0
------------- ------- ----------- ------ ------------ ---------------
4. To Elect
Paola Bergamaschi
Broyd as a Director 290,038,391 93.55 20,000,136 6.45 310,038,527 2,312,915
------------- ------- ----------- ------ ------------ ---------------
**78,288,904 79.65 20,000,136 20.35 98,289,040 2,312,915
------------- ------- ----------- ------ ------------ ---------------
5. To Re-elect
Shaukat Aziz
as a Director 289,248,347 92.76 22,565,610 7.24 311,813,957 537,484
------------- ------- ----------- ------ ------------ ---------------
**77,498,860 77.45 22,565,610 22.55 100,064,470 537,484
------------- ------- ----------- ------ ------------ ---------------
6. To Re-elect
Christian de
Charnacé
as a Director 290,036,560 92.86 22,314,882 7.14 312,351,442 0
------------- ------- ----------- ------ ------------ ---------------
78,287,073 77.82 22,314,882 22.18 100,601,955 0
------------- ------- ----------- ------ ------------ ---------------
7. To Re-elect
Daniel Desbaillets
as a Director 290,043,341 92.86 22,308,101 7.14 312,351,442 0
------------- ------- ----------- ------ ------------ ---------------
**78,293,854 77.83 22,308,101 22.17 100,601,955 0
------------- ------- ----------- ------ ------------ ---------------
8. To Re-elect
Kwek Eik Sheng
as a Director 290,028,767 92.86 22,311,222 7.14 312,339,989 11,453
------------- ------- ----------- ------ ------------ ---------------
9. To Re-elect
Kwek Leng Beng
as a Director 285,131,867 91.67 25,911,821 8.33 311,043,688 1,307,753
------------- ------- ----------- ------ ------------ ---------------
10. To Re-elect
Kwek Leng Peck
as a Director 284,550,273 91.10 27,789,715 8.90 312,339,988 11,453
------------- ------- ----------- ------ ------------ ---------------
11. To Re-elect
Martin Leitch
as a Director 289,120,049 92.56 23,231,392 7.44 312,351,441 0
------------- ------- ----------- ------ ------------ ---------------
**77,370,562 76.91 23,231,392 23.09 100,601,954 0
------------- ------- ----------- ------ ------------ ---------------
12. To Re-appoint
KPMG LLP as
auditor of the
Company 297,271,063 95.88 12,768,511 4.12 310,039,574 2,311,867
------------- ------- ----------- ------ ------------ ---------------
13. To authorise
the Directors
to determine
the auditor's
remuneration 312,317,863 99.99 19,880 0.01 312,337,743 13,698
------------- ------- ----------- ------ ------------ ---------------
14. To renew
the authority
given in regard
to pre-emption
rights under
the terms of
the Co-operation
Agreement with
City Developments
Limited 78,037,454 79.39 20,262,255 20.61 98,299,709 214,051,732
------------- ------- ----------- ------ ------------ ---------------
15. To authorise
the Company
and its subsidiaries
to make political
donations and
or/political
expenditure 288,099,922 92.31 24,013,312 7.69 312,113,234 238,207
------------- ------- ----------- ------ ------------ ---------------
16. To authorise
the Directors
to allot shares 289,898,488 92.81 22,452,954 7.19 312,351,442 0
------------- ------- ----------- ------ ------------ ---------------
17. To empower
the Directors
to disapply
pre-emption
rights over
certain issue
of shares 290,032,078 92.86 22,317,119 7.14 312,349,197 2,245
------------- ------- ----------- ------ ------------ ---------------
18. To empower
the Directors
to disapply
pre-emption
rights over
certain issue
of shares in
connection with
acquisitions
or capital investments 284,523,035 91.09 27,824,699 8.91 312,347,734 3,707
------------- ------- ----------- ------ ------------ ---------------
19.To authorise
the Company
to purchase
its own shares 309,409,661 99.06 2,940,318 0.94 312,349,979 1,462
------------- ------- ----------- ------ ------------ ---------------
20. To authorise
general meetings,
other than an
annual general
meeting, to
be held on 14
clear days'
notice 311,773,046 99.82 576,151 0.18 312,349,197 2,245
------------- ------- ----------- ------ ------------ ---------------
* 'Vote Withheld' is not a vote in law and is not counted in the
calculation of the proportion of the votes 'For' and 'Against' a
resolution.
** Result of votes cast by independent shareholders.
In accordance with LR 9.6.2 of the UK Listing Authority, the
Company has submitted to the National Storage Mechanism copies of
all resolutions passed other than resolutions concerning ordinary
business at its Annual General Meeting. This information will
shortly be available for inspection at
http://www.morningstar.co.uk/uk/NSM.
Statement by the Directors
The Board notes that resolutions 4, 5, 6, 7 and 11 were passed
with the requisite majority of votes from shareholders and from
independent shareholders, but acknowledges that there were a
significant number of votes from independent shareholders opposing
the election or re-election of the independent non-executive
directors. The Board also notes that resolution 14, which simply
reminds shareholders of certain pre-emption rights granted to the
Company's controlling shareholder, City Developments Limited
("CDL"), under the Co-Operation Agreement between the Company and
CDL, was passed as well, but that over 20% of votes were against
this resolution.
In response to these voting results, the Board would like to
inform the Company's shareholders that it takes their views
seriously. While the directors engage with shareholders on a
regular basis, the directors will seek to do so over the course of
the coming weeks to understand shareholder concerns in respect of
the above resolutions in particular as well as any other concerns
they may have. The directors further would like to highlight that
with the recent appointments of Paola Bergamaschi Broyd and Vicky
Williams as directors of the Company, the Board is now comprised of
six independent non-executive directors and three directors who are
not considered to be independent as they are nominees of CDL. In
accordance with the UK Corporate Governance Code, an update on this
matter will be provided within six months of this announcement.
Enquiries:
Jonathon Grech, Group General Counsel and Company Secretary +44
(0)20 7872 2444
David Allchurch, Tulchan Communications LLP +44 (0)20 7353
4200
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
RAGSFDFMSFUSEII
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