Result of AGM

De La Rue PLC
07 September 2023
 

 

 

DE LA RUE PLC

RESULTS OF ANNUAL GENERAL MEETING

 

The Annual General Meeting (the "AGM") of De La Rue plc ("De La Rue" or the "Company") was held at 10:00am today, Thursday 7 September 2023, at De La Rue House, Jays Close, Viables, Basingstoke, Hampshire, RG22 4BS, United Kingdom.

The Company announces that the Resolutions (as set out in the Notice of Annual General Meeting) were, other than resolution 15, duly passed on a poll in which every member present in person or proxy had one vote for each Ordinary Share held.

The poll results on the Resolutions, are as follows:

 

Poll Voting Figures

 

RESOLUTION

FOR

AGAINST

TOTAL

WITHHELD

Number of Votes

% of votes Cast

Number of Votes

% of votes Cast

Votes Cast (Excluding Withheld)

% of Issued Share Capital

Number of Votes

Ordinary Resolutions

1.

Receive the Annual Report and Accounts

      144,982,781

 

99.87%

 

           192,917

 

0.13%

 

      145,175,698

 

74.12%

 

            4,024,701

 

2.

Approve the Directors' Remuneration Policy

      108,377,537

 

96.80%

 

        3,579,191

 

3.20%

 

      111,956,728

 

57.16%

 

          37,243,671

 

3.

Approve the Directors' Remuneration Report

      111,422,255

 

99.52%

 

           539,920

 

0.48%

 

      111,962,175

 

57.17%

 

          37,238,224

 

4.

Re-elect Nick Bray

      107,814,594

 

96.11%

 

        4,362,457

 

3.89%

 

      112,177,051

 

57.27%

 

          37,023,348

 

5.

Re-elect Ruth Euling

      144,678,249

 

99.71%

 

           421,319

 

0.29%

 

      145,099,568

 

74.08%

 

            4,097,814

 

6.

Re-elect Mark Hoad

      148,114,713

 

99.29%

 

        1,060,791

 

0.71%

 

      149,175,504

 

76.17%

 

                24,895

 

7.

Re-elect Dean Moore

      107,022,240

 

95.41%

 

        5,153,710

 

4.59%

 

      112,175,950

 

57.27%

 

          37,024,449

 

8.

Re-elect Clive Vacher

      109,407,065

 

97.60%

 

        2,690,177

 

2.40%

 

      112,097,242

 

57.23%

 

          37,100,140

 

9.

Re-elect Clive Whiley

      129,062,975

 

88.90%

 

      16,109,522

 

11.10%

 

      145,172,497

 

74.12%

 

            4,027,902

 

10.

Re-appoint Ernst and Young LLP as Auditor

      144,851,662

 

99.77%

 

           328,941

 

0.23%

 

      145,180,603

 

74.13%

 

            4,019,796

 

11.

Authorise the Directors to determine the Auditor's remuneration

      144,971,487

 

99.86%

 

           202,799

 

0.14%

 

      145,174,286

 

74.12%

 

            4,026,113

 

12.

Authorise political donations and political expenditure

      143,497,115

 

98.85%

 

        1,665,467

 

1.15%

 

      145,162,582

 

74.12%

 

            4,037,817

 

13.

Authorise the Directors to allot shares

      142,950,738

 

98.58%

 

        2,055,582

 

1.42%

 

      145,006,320

 

74.04%

 

            4,194,079

 

Special Resolutions

14.

Dis-application of pre-emption rights

      129,477,238

 

89.30%

 

      15,508,648

 

10.70%

 

      144,985,886

 

74.03%

 

            4,214,513

 

15.

Additional dis-application of pre-emption rights

        99,676,489

 

68.75%

 

      45,308,796

 

31.25%

 

      144,985,285

 

74.03%

 

            4,215,114

 

16.

Authorise the Company to make on-market purchases of its own shares

      144,770,009

 

99.71%

 

           423,961

 

0.29%

 

      145,193,970

 

74.13%

 

            4,006,429

 

17.

Shortened notice of general meetings

      106,903,265

 

95.29%

 

        5,286,114

 

4.71%

 

      112,189,379

 

57.28%

 

          37,011,020

 

Ordinary Resolution

18.

Approve the De La Rue Investor Returns Plan

      139,634,767

 

96.27%

 

        5,408,866

 

3.73%

 

      145,043,633

 

74.06%

 

            4,156,766

 

 

1.     The percentages voted 'For' and 'Against' are expressed as a proportion of the total votes cast, which does not include votes withheld since for legal purposes a vote withheld is not a vote cast.

2.     Any proxy appointments which gave discretion to the Chairman of the meeting have been included in the 'For' totals.

3.     As at 6:00 p.m. on 5 September 2023 (being the record time for calculating voting rights at the Annual General Meeting), the Company had 195,857,207 Ordinary Shares in issue and the total number of voting rights in respect of these Ordinary Shares was 195,857,207, each Ordinary Share carrying one vote.

The Board notes the level of votes cast against resolution 15, the additional dis-application of pre-emption rights.  The resolutions proposed were entirely in line with the Statement of Principles published by the Pre-Emption Group in November 2022 and the specific authority sought under this resolution would have been limited to issuance of equity for cash in connection with an acquisition or specified capital investment.  The Board is aware that market practice in relation to the dis-application of pre-emption rights has yet to settle on a consensus position, notwithstanding the Austin Review of secondary capital raising and the subsequent amendment of the Statement of Principles by the Pre-Emption Group.  As recommended in the UK Corporate Governance Code, the Board will engage with its largest shareholders regarding the voting result in relation to pre-emption.

In accordance with Listing Rule 9.6.2R, a copy of the Resolutions that were carried, other than those concerning ordinary business, will be submitted to the National Storage Mechanism, where they will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism. In addition, a copy of the Resolutions that were carried will also be filed with Companies House.

 

The results of the Annual General Meeting held on 7 September 2023 will be available to view on the Company's website at www.delarue.com.

 

Jon Messent, Company Secretary

Contact Number: 01256 605212

7 September 2023

 

De La Rue plc's LEI code is 213800DH741LZWIJXP78

 

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