Result of AGM

Just Group PLC
09 May 2023
 

9 May 2023

 

JUST GROUP PLC

(the "Company")

RESULTS OF ANNUAL GENERAL MEETING HELD ON 9 MAY 2023

The Company announces that at its Annual General Meeting ("AGM") held earlier today, all resolutions proposed were duly passed and details of the results of the poll are set out below:

RESOLUTIONS

FOR

AGAINST

TOTAL VOTES CAST

TOTAL VOTES CAST AS A % OF ISSUED SHARE CAPITAL (EXC. VOTES WITHELD)

NO. OF VOTES WITHHELD

RESOLUTIONS:

(*Special Resolution)

 

NO. OF VOTES

% OF VOTES

NO. OF VOTES

% OF VOTES

1.  

To receive the audited accounts of the Company for the financial year ended 31 December 2022 together with the Strategic Report, Directors' Report and the Auditor's Report  on those accounts

846,785,294

99.99

57,362

0.01

846,842,656

81.53%

3,028,869

2.  

To approve the Directors' Remuneration Report, in the form set out in the 2022 Annual Report and Accounts

807,852,479

95.06

41,938,546

4.94

849,791,025

81.81%

80,500

3.  

To approve the Directors' Remuneration Policy

810,331,240

95.35

39,534,784

4.65

849,866,024

81.82%

5,501

4.  

To declare a final dividend of 1.23 pence per ordinary share for the year ended 31 December 2022, payable on 17 May 2023 to ordinary shareholders named on the register of members at the close of business on 14 April 2023, provided that the Board may cancel the dividend and, therefore, payment of the dividend at any time prior to payment, if it considers it necessary to do so for regulatory capital purposes

849,815,095

99.99

53,830

0.01

849,868,925

81.82%

2,600

5.  

To elect Mary Phibbs as a Director of the Company

843,330,283

99.23

6,534,882

0.77

849,865,165

81.82%

6,360

6.  

To re-elect Michelle Cracknell as a Director of the Company

836,272,493

98.40

13,592,372

1.60

849,864,865

81.82%

6,660

7.  

To re-elect John Hastings-Bass as a Director of the Company

814,021,565

95.78

35,839,800

4.22

849,861,365

81.82%

10,160

8.  

To re-elect Mary Kerrigan as a Director of the Company

843,330,761

99.23

6,534,104

0.77

849,864,865

81.82%

6,660

9.  

To re-elect Andrew Parsons as a Director of the Company

841,452,147

99.01

8,407,731

0.99

849,859,878

81.82%

11,647

10.

To re-elect David Richardson as a Director of the Company

843,227,393

99.22

6,632,485

0.78

849,859,878

81.82%

11,647

11.

To re-elect Kalpana Shah as a Director of the Company

843,232,049

99.22

6,631,329

0.78

849,863,378

81.82%

8,147

12.

To re-appoint PricewaterhouseCoopers LLP as the Company's auditor

838,331,956

98.64

11,539,509

1.36

849,871,465

81.82%

60

13.

To authorise the Group Audit Committee to determine the remuneration of the Company's auditor

849,782,143

99.99

87,835

0.01

849,869,978

81.82%

1,547

14.

To authorise the Company to make political donations

844,217,624

99.66

2,853,901

0.34

847,071,525

81.55%

2,800,000

15.

To authorise the Directors to allot shares.

844,413,023

99.36

5,454,772

0.64

849,867,795

81.82%

3,730

16.

To grant the Directors general authority to disapply pre-emption rights*

829,261,101

97.58

20,606,924

2.42

849,868,025

81.82%

3,500

17.

To grant the Directors additional authority to disapply pre-emption rights

(acquisitions/capital investments)*

764,655,856

89.97

85,215,669

10.03

849,871,525

81.82%

0

18.

To authorise the Company to purchase its own shares*

836,892,589

98.64

11,498,914

1.36

848,391,503

81.68%

1,480,022

19.

To authorise the Directors to allot shares in relation to contingent convertible securities

836,984,376

98.48

12,879,949

1.52

849,864,325

81.82%

7,200

20.

To disapply pre-emption rights in relation to contingent convertible securities*

837,016,716

98.49

12,854,809

1.51

849,871,525

81.82%

0

21.

To authorise the Directors to convene a general meeting on not less than 14 clear days' notice*

841,083,653

98.97

8,787,872

1.03

849,871,525

81.82%

0

22.

To approve the rules of the Just Group plc Long Term Incentive Plan

836,471,237

98.43

13,324,987

1.57

849,796,224

81.81%

75,301

23.

To approve the rules of the Just Group plc Deferred Share Bonus Plan

838,132,748

98.63

11,600,611

1.37

849,733,359

81.81%

138,166

24.

To approve the rules of the Just Group plc Sharesave Scheme

849,748,019

99.99

43,019

0.01

849,791,038

81.81%

80,487

Full details of the resolutions passed, together with explanatory notes, are set out in the Notice of Annual General Meeting dated 24 March 2023, which is available at https://www.justgroupplc.co.uk/investors/shareholder-information/agm.    

Notes:

1)   The votes "For" and "Against" are expressed as a percentage of the votes cast.

2)   Votes "For" include discretionary votes. 

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

4)   The total number of shares in issue on 4 May 2023 was 1,038,702,932 ordinary shares of 10 pence each, which was the total number of shares entitling the holders to attend and vote for or against all the resolutions at the AGM. In accordance with the Company's Articles of Association, on a poll every member present in person or by proxy has one vote for every share held.

 

In accordance with Listing Rule 9.6.2, copies of all resolutions, other than those concerning ordinary business passed at the AGM, will shortly be available for inspection on the FCA's National Storage Mechanism, at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

 

Board & Committee changes

 

The membership of the Just Group plc Board, key board committees and main subsidiaries following the AGM are shown below.

Just Group plc ("Group") Board:        

John Hastings-Bass - Chair

 

Executive Directors:

 

David Richardson - Group Chief Executive Officer

Andrew Parsons (known as Andy Parsons) - Group Chief Financial Officer

 

Independent Non-Executive Directors:

 

Paul Bishop

Michelle Cracknell

Mary Kerrigan

Mary Phibbs - Senior Independent Director

Kalpana Shah

 

Group Audit Committee:

Paul Bishop - Chair

Mary Kerrigan

Mary Phibbs

Kalpana Shah

 

Group Risk and Compliance Committee:

Kalpana Shah - Chair

John Hastings-Bass

Mary Phibbs

 

Market Disclosure Committee:

John Hastings-Bass - Chair

Andy Parsons                                                                

Mary Phibbs                                                                  

David Richardson

 

Nomination and Governance Committee:

John Hastings-Bass - Chair

Michelle Cracknell                                                         

Mary Phibbs

 

Remuneration Committee:

Michelle Cracknell - Chair

John Hastings-Bass

Mary Phibbs

 

 

 

As previously reported, Paul Bishop did not seek re-election at the 2023 AGM and therefore retired from the Group Board at the conclusion of the meeting. However, as announced on 3 May 2023, he has been reappointed as an Independent Non-Executive Director of the Group and as Chair of the Group, JRL and PLACL Audit Committees  ("Audit Chair"). Paul will also remain as a Non-Executive Director of the of the Group's regulated life companies, JRL and PLACL. Paul will continue as a Non-Executive Director and Audit Chair until the authorisation process for Mary Phibbs is complete to provide continuity and ensure a smooth transition.

 

Enquiries

 

General

Simon Watson, Group Company Secretary

Telephone: +44 (0) 20 7444 8400

 

Investors / Analysts

Alistair Smith, Investor Relations

Telephone: +44 (0) 1737 232 792

alistair.smith@wearejust.co.uk

 

Paul Kelly, Investor Relations

Telephone: +44 (0) 20 7444 8127

paul.kelly@wearejust.co.uk

 

 

 

 

Media

Stephen Lowe, Group Communications Director

Telephone: +44 (0) 1737 827 301

press.office@wearejust.co.uk

 

Temple Bar Advisory

Alex Child-Villiers

William Barker

Telephone: +44 (0) 20 7183 1190

 

A copy of this announcement will be available on the Group's website www.justgroupplc.co.uk.

 

JUST GROUP PLC

Enterprise House

Bancroft Road

Reigate

RH2 7RP

 

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