TIDMQLT
RNS Number : 3168Z
Quilter PLC
16 May 2019
16 May 2019
Quilter plc
Result of Annual General Meeting 2019
Quilter plc (the "Company") announces that at its Annual General
Meeting ("AGM") held earlier today, all the resolutions put to
shareholders were passed by the requisite majorities with the
exception of resolution 19 ("To authorise the Directors to allot
shares") which was largely opposed by South African shareholders.
Resolutions 1 to 18 and resolution 23 were passed as ordinary
resolutions and resolutions 20, 21, 22 and 24 were passed as
special resolutions.
The authority sought by the Company pursuant to resolution 19 is
considered routine for UK listed companies and is in accordance
with the UK Investment Association's share capital management
guidelines and prevailing voting guidelines of leading corporate
governance agencies applicable to UK listed companies. Given this,
the resolution received overwhelming support from our UK investors.
However, certain overseas institutional investors, mainly in South
Africa, have not supported this resolution and thus the resolution
has been narrowly rejected.
The Company notes that more than 20% of the votes cast on
resolution 18 ("To authorise political donations by the Company and
its subsidiaries") were against that resolution.
Following the outcome of today's vote, the Company will continue
to engage with shareholders to better understand their concerns on
both of these issues and, if possible, allay any such concerns for
the future. The Company notes that it had specifically not sought a
resolution to disapply pre-emption rights to address known concerns
regarding potentially dilutive share offers. In accordance with the
UK Corporate Governance Code, the Company will provide an update on
those discussions in due course.
The results of the poll are set out below.
Resolution Number of % of votes Number of % of votes Total number % of Number of Total
votes cast cast "For" votes cast cast of votes issued votes votes
"For" the the "Against" "Against" cast share Withheld Withheld
resolution resolution the the capital as a %
resolution resolution voted of
issued
share
capital
To receive
the 2018
Report
1. and Accounts 1,349,720,704 100.00 9,858 0.00 1,349,730,562 70.95 1,283,610 0.07
------------- -------------- ------------ ------------ ------------ -------------- -------- ------------ ---------
To approve
the
Remuneration
2. Report 1,203,059,702 96.76 40,251,195 3.24 1,243,310,897 65.36 107,698,990 5.66
------------- -------------- ------------ ------------ ------------ -------------- -------- ------------ ---------
To approve
the
Directors'
Remuneration
3. Policy 1,297,617,373 96.61 45,590,929 3.39 1,343,208,302 70.61 7,803,013 0.41
------------- -------------- ------------ ------------ ------------ -------------- -------- ------------ ---------
To declare
a final
4. dividend 1,350,863,987 100.00 14,881 0.00 1,350,878,868 71.01 132,448 0.01
------------- -------------- ------------ ------------ ------------ -------------- -------- ------------ ---------
To re-elect
Paul Feeney
as a
5. Director 1,344,687,196 100.00 46,739 0.00 1,344,733,935 70.69 6,277,381 0.33
------------- -------------- ------------ ------------ ------------ -------------- -------- ------------ ---------
To re-elect
Rosemary
Harris
as a
6. Director 1,342,493,969 99.83 2,235,528 0.17 1,344,729,497 70.69 6,280,391 0.33
------------- -------------- ------------ ------------ ------------ -------------- -------- ------------ ---------
To re-elect
Glyn Jones
as a
7. Director 1,342,444,909 99.83 2,280,482 0.17 1,344,725,391 70.69 6,284,497 0.33
------------- -------------- ------------ ------------ ------------ -------------- -------- ------------ ---------
To re-elect
Suresh Kana
as a
8. Director 1,341,019,311 99.72 3,699,076 0.28 1,344,718,387 70.69 6,291,501 0.33
------------- -------------- ------------ ------------ ------------ -------------- -------- ------------ ---------
To re-elect
Moira
Kilcoyne
as a
9. Director 1,344,681,020 100.00 42,050 0.00 1,344,723,070 70.69 6,286,818 0.33
------------- -------------- ------------ ------------ ------------ -------------- -------- ------------ ---------
To re-elect
Jonathan
Little
as a
10. Director 1,344,643,755 99.99 82,148 0.01 1,344,725,903 70.69 6,283,985 0.33
------------- -------------- ------------ ------------ ------------ -------------- -------- ------------ ---------
To re-elect
Ruth
Markland
as a
11. Director 1,342,483,935 99.83 2,238,075 0.17 1,344,722,010 70.69 6,287,878 0.33
------------- -------------- ------------ ------------ ------------ -------------- -------- ------------ ---------
To re-elect
Paul
Matthews
as a
12. Director 1,344,644,424 99.99 79,639 0.01 1,344,724,063 70.69 6,285,825 0.33
------------- -------------- ------------ ------------ ------------ -------------- -------- ------------ ---------
To re-elect
George Reid
as a
13. Director 1,341,869,808 99.79 2,854,226 0.21 1,344,724,034 70.69 6,285,854 0.33
------------- -------------- ------------ ------------ ------------ -------------- -------- ------------ ---------
To re-elect
Mark Satchel
as a
14. Director 1,344,433,564 99.98 288,299 0.02 1,344,721,863 70.69 6,286,597 0.33
------------- -------------- ------------ ------------ ------------ -------------- -------- ------------ ---------
To re-elect
Catherine
Turner
as a
15. Director 1,344,682,000 100.00 43,020 0.00 1,344,725,020 70.69 6,284,868 0.33
------------- -------------- ------------ ------------ ------------ -------------- -------- ------------ ---------
To
re-appoint
KPMG LLP as
Auditors of
16. the Company 1,142,208,738 84.83 204,227,568 15.17 1,346,436,306 70.78 4,575,009 0.24
------------- -------------- ------------ ------------ ------------ -------------- -------- ------------ ---------
To authorise
the Board
Audit
Committee to
determine
the
Auditors'
17. remuneration 1,346,308,167 99.66 4,544,386 0.34 1,350,852,553 71.01 157,335 0.01
------------- -------------- ------------ ------------ ------------ -------------- -------- ------------ ---------
To authorise
political
donations
by the
Company
and its
18. subsidiaries 1,016,956,176 75.52 329,723,994 24.48 1,346,680,170 70.79 4,334,002 0.23
------------- -------------- ------------ ------------ ------------ -------------- -------- ------------ ---------
To authorise
the
Directors
to allot
19. shares 697,977,863 49.47 712,861,594 50.53 1,410,839,457 74.17 166,998 0.01
------------- -------------- ------------ ------------ ------------ -------------- -------- ------------ ---------
To authorise
the Company
to purchase
its own
20. shares* 1,320,173,918 97.77 30,071,046 2.23 1,350,244,964 70.98 769,207 0.04
------------- -------------- ------------ ------------ ------------ -------------- -------- ------------ ---------
To authorise
the Company
to enter
into
a Contingent
Purchase
21. Contract* 1,340,525,907 99.75 3,366,531 0.25 1,343,892,438 70.65 7,117,449 0.37
------------- -------------- ------------ ------------ ------------ -------------- -------- ------------ ---------
To amend the
Company's
Articles
of
Association
in respect
of an
Odd-lot
22. Offer* 1,346,094,568 99.98 314,825 0.02 1,346,409,393 70.78 4,601,923 0.24
------------- -------------- ------------ ------------ ------------ -------------- -------- ------------ ---------
To authorise
the
Directors
to implement
an Odd-lot
23. Offer 1,343,050,631 99.75 3,366,893 0.25 1,346,417,524 70.78 4,596,647 0.24
------------- -------------- ------------ ------------ ------------ -------------- -------- ------------ ---------
To approve
a contract
to purchase
shares in
respect
of an
Odd-lot
24. Offer* 1,327,224,696 99.75 3,362,049 0.25 1,330,586,745 69.95 4,594,433 0.24
------------- -------------- ------------ ------------ ------------ -------------- -------- ------------ ---------
*Special resolution
Notes:
i. As at 6:30pm on 14 May 2019, the time by which shareholders
who wanted to vote at the AGM must have been entered on the
Company's register of members, the number of issued shares in the
Company was 1,902,251,098 ordinary shares. In accordance with the
Company's Articles of Association, on a poll every member present
in person or by proxy had one vote for every share held.
ii. There were no restrictions on shareholders to cast votes on
any of the resolutions proposed at the AGM. Votes withheld are not
votes in law and therefore have not been counted in the calculation
of the proportion of the votes for or against a resolution.
In accordance with section 695 of the Companies Act 2006, votes
cast in respect of shares held by or on behalf of Odd-lot Holders
on the First Record Date (both terms as defined in the Notice of
AGM) were excluded when determining whether resolution 24 was
passed. For technical reasons, in order to effect this, the votes
cast in respect of the aggregate number of shares that fall within
limb (b) of the definition of "Odd-lots" in the Notice of AGM were
deducted from their votes cast in favour of the resolution. For
information purposes only, the unadjusted number of votes cast in
favour of the resolution was 1,343,055,537.
iii. All percentages are shown to two decimal places.
Pursuant to UK Listing Rule 9.6.2R, copies of all resolutions,
other than those concerning ordinary business, passed at the AGM
today have been submitted to the National Storage Mechanism and
will shortly be available to view at
http://www.morningstar.co.uk/uk/NSM.
The poll results and a webcast of the AGM will also be available
to view shortly on the Company's website at quilter.com/agm.
- ends -
Enquiries:
Investor Relations:
John-Paul Crutchley +44 (0)20 7002 7016
Keilah Codd +44 (0)20 7002 7054
Company Secretary:
Patrick Gonsalves +44 (0)20 7778 9670
Camarco
Geoffrey Pelham-Lane +44 (0)20 3757 4985
Aprio (South Africa)
Julian Gwillim +27 (0)11 880 0037
About Quilter plc:
Quilter plc is a leading wealth management business in the UK
and internationally, helping to create prosperity for the
generations of today and tomorrow.
Quilter plc oversees GBP114.9 billion in investments (as at 31
March 2019).
It has an adviser and customer offering spanning: financial
advice; investment platforms; multi-asset investment solutions; and
discretionary fund management.
The business is comprised of two segments: Advice and Wealth
Management and Wealth Platforms.
Advice and Wealth Management encompasses the financial planning
network, Intrinsic; Quilter Private Client Advisers; the
discretionary fund management business, Quilter Cheviot; and
Quilter Investors, the Multi-asset investment solutions business.
Wealth Platforms includes the Old Mutual Wealth UK Platform; Old
Mutual International, including AAM Advisory in Singapore; and the
Old Mutual Wealth Heritage life assurance business.
The Quilter plc businesses are being re-branded to Quilter over
a period of approximately two years:
-- The Multi-asset business is now Quilter Investors
-- Intrinsic to Quilter Financial Planning
-- The private client advisers business is now Quilter Private
Client Advisers
-- The UK Platform to Quilter Wealth Solutions
-- The International business to Quilter International
-- The Heritage life assurance business to Quilter Life
Assurance
-- Quilter Cheviot will retain its name.
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
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of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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