Result of AGM

RNS Number : 1137D

Trinity Mirror PLC

10 May 2012

 



Trinity Mirror plc

10 May 2012

Results of Annual General Meeting

At the Annual General Meeting of Trinity Mirror plc (the 'Company') held today at 11.30 am at the Hilton London Canary Wharf, London, E14 9SH, all resolutions were put to the meeting and approved by shareholders on a poll.

The total number of votes received for each resolution is set out below. The number of 10p Ordinary Shares in issue on 10 May 2012 was 257,690,520.

The number of ordinary shares in issue at 27 March 2012 (the date of the AGM Notice) was 257,690,520. Proxy votes were received in respect of 184,422,741 shares, representing approximately 72% of issued equity as at 27 March 2012.

Resolution		Total Votes For	%	Total Votes Against	%	Total Votes Withheld	Total Votes Cast
1	To receive the 2011 report and accounts	184,144,240	99.97	58,248	0.03	886,506	184,202,488
2	To receive and adopt the Remuneration Report	85,072,375	54.11	72,154,905	45.89	27,861,712	157,227,280
3	To elect David Grigson	182,434,320	99.00	1,834,961	1.00	819,713	184,269,281
4	To elect Donal Smith	182,791,708	99.20	1,477,570	0.80	819,716	184,269,278
5	To re-elect Sly Bailey	157,393,290	85.42	26,873,043	14.58	822,661	184,266,333
6	To re-elect Sir Ian Gibson	168,451,607	91.02	16,611,580	8.98	25,807	185,063,187
7	To re-elect Gary Hoffman	157,691,927	98.94	1,685,763	1.06	24,476,641	159,377,690
8	To re-elect Jane Lighting	130,612,646	82.69	27,332,650	17.31	25,909,034	157,945,296
9	To re-elect Kathleen O' Donovan	182,649,071	99.12	1,621,615	0.88	818,308	184,270,686
10	To re-elect Vijay Vaghela	183,769,808	99.73	499,470	0.27	819,716	184,269,278
11	To re-elect Paul Vickers	183,208,427	99.74	485,113	0.26	1,395,454	183,693,540
12	To re-appoint Deloitte LLP as Auditors	173,933,494	99.41	1,024,902	0.59	10,130,597	174,958,396
13	To authorise the Directors to fix the Auditors' remuneration	183,962,695	99.83	312,890	0.17	813,409	184,275,585
14	To authorise the Directors to allot shares	182,322,418	99.03	1,779,289	0.97	987,287	184,101,707
15	To authorise the Directors to issue shares for cash*	184,081,154	99.89	193,871	0.11	813,969	184,275,025
16	To authorise the repurchase of shares*	183,807,600	99.74	473,356	0.26	808,038	184,280,956
17	To authorise political donations	169,305,157	96.78	5,630,973	3.22	10,152,863	174,936,130
18	Notice period for general meetings*	173,226,706	94.01	11,044,396	5.99	817,892	184,271,102
19	Approve the Trinity Mirror Long-Term Incentive Plan 2012	135,259,607	77.39	39,512,220	22.61	10,317,166	174,771,827

* Special resolutions requiring a 75% majority

Notes

1.   Any proxy appointments which gave discretion to the Chairman have been included in the "for" total.

2.   A "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.

In accordance with Listing Rule 9.6.2, two copies of the resolutions passed at the meeting, other than resolutions concerning ordinary business, have been submitted to the UK Listing Authority via the National Storage Mechanism and will be available shortly for viewing at http://www.morningstar.co.uk/.

Resolutions 15, 16, and 18 were proposed as Special resolutions. A copy of the resolutions are listed below and can also be found in the Notice of Meeting available on the Trinity Mirror plc website at http://www.trinitymirror.com/investors/shareholder-meetings/.

15         THAT subject to the passing of Resolution 14 above and in substitution for all subsisting authorities to the extent unused, the Directors be and they are hereby generally empowered, pursuant to sections 570 and 573 of the Companies Act 2006, to allot equity securities (within the meaning of section 560 of the 2006 Act) for cash, pursuant to the authority conferred by Resolution 14 or by way of a sale of treasury shares, as if section 561(1) of the 2006 Act did not apply to any such allotment, provided that this power:

(i)   shall be limited to the allotment of equity securities in connection with an offer of equity securities (but in the case of the authority granted under paragraph (ii) of Resolution 14 by way of a rights issue only)

(a) to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and

(b)  to holders of other equity securities as required by the rights of those securities or as the Directors otherwise consider necessary

and so that the Directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or the requirements of any regulatory body or stock exchange or any other matter (including such problems arising by virtue of equity securities being represented by depositary receipts); and

(ii)   in the case of the authority granted under paragraph (i) of Resolution 14 and/or in the case of any sale or transfer of treasury shares which is treated as an allotment of equity securities under section 560(3) of the 2006 Act shall be limited to the allotment (otherwise than under paragraph (i) of this Resolution 15) of equity securities up to an aggregate nominal value of £1,288,452; and

shall unless renewed, varied or revoked by the Company in general meeting expire at the conclusion of the next annual general meeting of the Company or, if earlier, at the close of business on 30 June 2013, save that the Company shall be entitled to make offers or agreements before the expiry of such power which would or might require equity securities to be allotted after such expiry and the Directors shall be entitled to allot equity securities pursuant to any such offer or agreement as if the power conferred hereby had not expired.

16         THAT the Company be and is hereby generally and unconditionally authorised, pursuant to and in accordance with section 701 of the Companies 2006 Act, to make market purchases (within the meaning of section 693(4) of the 2006 Act) of ordinary shares of 10p each in the capital of the Company ('Ordinary Shares') on such terms and in such manner as the Directors of the Company may from time to time determine and in substitution for all existing powers conferred on the Directors of the Company provided that:

(a)  the maximum number of Ordinary Shares hereby authorised to be purchased is 25,769,052;

(b)  the minimum price (exclusive of expenses) which may be paid for each Ordinary Share is 10p;

(c)  the maximum price (exclusive of expenses) which may be paid for each Ordinary Share is an amount equal to the higher of

(i)   105% of the average of the middle market quotations for an Ordinary Share as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the date on which the Ordinary Share is contracted to be purchased; and

(ii)   that stipulated by Article 5(1) of the Buy-Back and Stabilisation Regulation 2003;

(d)  the authority hereby conferred by this Resolution shall, unless renewed, varied or revoked by the Company in general meeting prior to such time, expire at the end of the next annual general meeting of the Company after the passing of this Resolution (or, if earlier, 15 months from the date of the passing of this Resolution) but a contract to purchase Ordinary Shares may be made before such expiry which will or may be executed wholly or partly thereafter and a purchase of Ordinary Shares may be made in pursuance of any such contract as if the authority conferred hereby had not expired.

18         THAT a general meeting of the Company (other than an annual general meeting) may be called on not less than 14 clear days' notice, provided that this authority shall expire at the conclusion of the next annual general meeting of the Company.

Further Information:

Nick Fullagar, Director of Corporate Communications        020 7293 3622

Paul Vickers, Company Secretary                                   020 7293 3359

 

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