Result of AGM

Melrose Industries PLC
08 June 2023
 

Melrose Industries PLC

 

1.   Results of Annual General Meeting

 

The Annual General Meeting of Melrose Industries PLC (the "Company") was held on Thursday 8 June 2023.

 

The table below sets out the results of the poll on all 21 resolutions that were put to a shareholder vote, with each shareholder present in person or by proxy being entitled to one vote per share held.

 

The Board would like to thank shareholders for their engagement and support ahead of today's Annual General Meeting and throughout the year, and for subsequently voting in favour of all Annual General Meeting resolutions.

 

The majority of resolutions attracted support in excess of 97% votes in favour. Special resolutions 17 (general disapplication of pre-emption rights) and 18 (disapplication of pre-emption rights in connection with an acquisition or specified capital investment) were passed, having received just under 80% votes in favour. The Company notes that both of these resolutions follow the provisions of the Pre-Emption Group's 2022 Statement of Principles for the disapplication of pre-emption rights, and the Board considers flexibility to be in the best interests of the Company.

 

The Company has already begun engaging with shareholders who voted against or abstained from voting on these resolutions. In accordance with UK Corporate Governance Code requirements, the Board confirms that it will continue to consult and engage with relevant shareholders to understand and discuss their concerns with respect to these resolutions.

 

Ordinary Resolutions

Resolutions

Votes 'For'*

% of Votes Cast 'For'

Votes 'Against'

% of Votes Cast 'Against'

Total Issued Share Capital Voted

Total % of Issued Share Capital Voted

Votes Withheld**

1.   To receive the financial statements for the financial year ended 31 December 2022

1,042,142,049

100.00

34,369

0.00

1,042,176,418

77.11%

23,940,971

2.   To approve the Directors' Remuneration Report for the year ended 31 December 2022

980,977,001

97.29

27,336,918

2.71

1,008,313,919

74.61%

57,803,529

3.   To approve the 2023 Directors' Remuneration Policy

812,473,394

82.02

178,104,348

17.98

990,577,742

73.30%

75,539,706

4.   To re-elect Christopher Miller as a Director of the Company

1,060,724,112

99.54

4,897,751

0.46

1,065,621,863

78.85%

495,418

5.   To re-elect Simon Peckham as a Director of the Company

1,061,169,796

99.58

4,448,811

0.42

1,065,618,607

78.85%

498,674

6.   To re-elect Geoffrey Martin as a Director of the Company

1,053,008,538

98.82

12,608,984

1.18

1,065,617,522

78.85%

499,759

7.   To re-elect Peter Dilnot as a Director of the Company

1,060,762,192

99.54

4,858,269

0.46

1,065,620,461

78.85%

496,820

8.   To re-elect Justin Dowley as a Director of the Company

994,032,994

93.28

71,575,803

6.72

1,065,608,797

78.85%

508,483

9.   To re-elect David Lis as a Director of the Company

1,040,292,996

97.62

25,326,630

2.38

1,065,619,626

78.85%

497,655

10.  To re-elect Charlotte Twyning as a Director of the Company

1,045,355,833

98.10

20,249,094

1.90

1,065,604,927

78.85%

512,354

11.  To re-elect Funmi Adegoke as a Director of the Company

1,051,042,348

98.63

14,565,283

1.37

1,065,607,631

78.85%

509,650

12.  To re-elect Heather Lawrence as a Director of the Company

1,063,251,884

99.78

2,354,309

0.22

1,065,606,193

78.85%

511,088

13.  To re-elect Victoria Jarman as a Director of the Company

1,045,872,192

98.15

19,734,983

1.85

1,065,607,175

78.85%

510,106

14.  To re-appoint Deloitte LLP as auditor of the Company

1,040,453,461

97.64

25,124,261

2.36

1,065,577,722

78.85%

539,726

15.  To authorise the Audit Committee to determine the auditor's remuneration

1,064,262,089

99.88

1,330,530

0.12

1,065,592,619

78.85%

524,829

16.  To renew the authority given to Directors to allot shares

1,054,413,672

98.95

11,170,624

1.05

1,065,584,296

78.85%

533,151

 

Special Resolutions

Resolutions

Votes 'For'*

% of Votes Cast 'For'

Votes 'Against'

% of Votes Cast 'Against'

Total Issued Share Capital Voted

Total % of Issued Share Capital Voted

 

Votes Withheld**

17.  To give the Directors authority to allot equity securities without application of pre-emption rights

850,711,388

79.84

214,874,539

20.16

1,065,585,927

78.85%

531,349

18.  To give the Directors authority to allot equity securities used only for the purpose of financing a transaction which the Directors determine to be an acquisition or other capital investment

842,897,744

79.10

222,675,591

20.90

1,065,573,335

78.85%

543,941

19.  To authorise a market purchase of shares

1,037,167,294

97.34

28,306,426

2.66

1,065,473,720

78.84%

643,561

20.  To approve the calling of a general meeting other than an Annual General Meeting on no less than 14 days' notice

1,050,160,594

98.57

15,212,144

1.43

1,065,372,738

78.83%

474,543

21.  To amend the articles of association of the Company

1,065,470,321

99.99

95,163

0.01

1,065,565,484

78.84%

551,797

 

There are currently 1,351,475,321 Ordinary Shares of 160/7 pence in Melrose Industries PLC in issue.

*           Includes discretionary votes

**          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.

 

 

2.   Resolutions submitted to National Storage Mechanism

The Company has today submitted to the National Storage Mechanism copies of resolutions passed at the Annual General Meeting on Thursday 8 June 2023 concerning items other than ordinary business, together with a copy of the Company's amended articles of association.  These documents will shortly be available for inspection at:

Melrose Industries PLC

11th Floor

The Colmore Building

20 Colmore Circus Queensway

Birmingham

West Midlands

B4 6AT

 

Enquiries:

Montfort Communications:                                   +44 (0) 20 3514 0897

Nick Miles                                                                                   +44 (0) 7973 130 669

Charlotte McMullen                                                                    +44 (0) 7921 881 800

miles@montfort.london / mcmullen@montfort.london

 

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