Result of AGM

Ascential PLC

09 May 2024

 

Ascential plc

Result of Annual General Meeting ("AGM")

All 18 resolutions considered at the 2024 Annual General Meeting were passed on a poll.

The full text of the resolutions can be found in the Notice of AGM dated 10 April 2024.  The total number of votes received for each resolution is set out below.  The Company's issued share capital as at 9 May 2024 was 445,801,981 with voting rights. The Company does not hold any shares in Treasury at the date of this disclosure.

Resolution no.	Shares For	%	Shares Against	%	Shares marked as Votes Withheld/ Abstentions
AGM
1.      To receive the Annual Report and Accounts for the year ended 31 December 2023	231,167,406	99.94%	148,142	0.06%	229,472
2.      To approve the Annual Report on Remuneration for the year ended 31 December 2023 contained in the Annual report and Accounts	217,221,985	93.82%	14,320,890	6.18%	2,145
3.      To elect Suzanne Baxter as a Director of the Company	227,390,964	98.21%	4,148,739	1.79%	5,317
4.      To re-elect Rita Clifton as a Director of the Company	216,894,126	93.67%	14,645,577	6.33%	5,317
5.      To re-elect Scott Forbes as a Director of the Company	221,917,145	95.84%	9,622,555	4.16%	5,320
6.      To re-elect Mandy Gradden as a Director of the Company	229,373,761	99.06%	2,165,944	0.94%	5,315
7.      To re-elect Gillian Kent as a Director of the Company	206,382,328	89.13%	25,157,374	10.87%	5,318
8.      To re-elect Judy Vezmar as a Director of the Company	213,006,315	92.00%	18,533,387	8.00%	5,318
9.      To elect Philip Thomas as a Director of the Company	228,240,525	98.58%	3,299,180	1.42%	5,315
10.    To re-appoint KPMG LLP as auditor of the Company	230,230,932	99.46%	1,260,513	0.54%	53,575
11.    To authorise the Board to determine the remuneration of the auditor	230,428,223	99.52%	1,111,711	0.48%	5,086
12.    To authorise the Company to make political donations	222,790,044	96.25%	8,692,093	3.75%	62,883
13.    To authorise the Company to allot relevant securities	221,517,123	95.67%	10,023,238	4.33%	4,659
14.    To authorise the Company to approve the proposed amendment of the performance condition	186,528,279	80.56%	45,008,670	19.44%	8,071
15.    To authorise the Company to disapply pre-emption rights as per resolution 15 in the Notice of AGM	190,400,928	82.23%	41,136,450	17.77%	7,642
16.    To authorise the Company to additionally disapply pre-emption rights as per resolution 16 in the Notice of AGM	184,573,214	79.72%	46,964,161	20.28%	7,645
17.    To authorise the Company to purchase its own shares	231,508,351	100.00%	8,338	0.00%	28,331
18.    To authorise the Company to call any general meeting of the Company other than an AGM) on not less than 14 clear days' notice	226,631,680	97.88%	4,908,679	2.12%	4,661

Notes

1.     AGM Resolutions 1-14 were passed as ordinary resolutions. Resolutions 15 to 18 were passed as special resolutions.

2.     The number of shares 'For' includes discretionary votes.

3.     A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes "For" or "Against" a resolution

4.     The Board notes that although Resolution 16 was passed and approved by the majority of shareholders, slightly more than 20% of the votes were cast against the Board's recommendation on the resolution.

The Board notes that this resolution reflects the updated UK Pre-Emption Group Guidelines on disapplication authorities but appreciates that certain shareholders may apply different policies on this matter.

The Board will engage with shareholders to better understand the reason behind this voting outcome and in accordance with the UK Corporate Governance Code, will provide an update within six months of the Annual General Meeting.

 

END