TIDMBTG
RNS Number : 0743V
BTG PLC
18 July 2018
BTG plc
18 July 2018
BTG plc: Results of 2018 Annual General Meeting and appointment
of Remuneration Committee Chair
London, UK: BTG plc (LSE:BTG), announces that all resolutions
proposed at the Annual General Meeting held earlier today were duly
passed by the required majority by means of a poll vote.
The results of the poll votes on the resolutions are shown in
the table below and will be posted on the Company's website
www.btgplc.com:
% of
Issued
Share
Votes % of Capital
Resolution Votes for* % of vote against vote Total Votes Voted Votes Withheld
Receive and
adopt the
report and
1 accounts 331,189,518 99.93 233,783 0.07 331,423,301 85.65 295,537
--------------------- ------------ ---------- ----------- ------ --------- ---------------
Approve the
directors'
remuneration
2 report 250,054,316 75.48 81,220,144 24.52 331,274,460 85.61 444,378
--------------------- ------------ ---------- ----------- ------ --------- ---------------
Re-elect
Susan Foden
3 as a director 330,952,822 99.90 330,972 0.10 331,283,794 85.61 435,044
--------------------- ------------ ---------- ----------- ------ --------- ---------------
Re-elect
Graham Hetherington
4 as a director 330,671,850 99.82 611,495 0.18 331,283,345 85.61 435,493
--------------------- ------------ ---------- ----------- ------ --------- ---------------
Re-elect
Louise Makin
5 as a director 329,026,995 99.53 1,545,346 0.47 330,572,341 85.43 1,146,497
--------------------- ------------ ---------- ----------- ------ --------- ---------------
Re-elect
Ian Much
6 as a director 330,421,002 99.74 863,903 0.26 331,284,905 85.61 433,933
--------------------- ------------ ---------- ----------- ------ --------- ---------------
Re-elect
James O'Shea
7 as a director 330,967,351 99.90 314,743 0.10 331,282,094 85.61 436,744
--------------------- ------------ ---------- ----------- ------ --------- ---------------
Re-elect
Garry Watts
8 as a director 255,290,785 77.10 75,814,106 22.90 331,104,891 85.57 613,947
--------------------- ------------ ---------- ----------- ------ --------- ---------------
Re-elect
Richard Wohanka
9 as a director 330,952,372 99.90 328,925 0.10 331,281,297 85.61 437,541
--------------------- ------------ ---------- ----------- ------ --------- ---------------
Elect Gregory
Barrett as
10 a director 331,223,585 99.98 55,926 0.02 331,279,511 85.61 439,327
--------------------- ------------ ---------- ----------- ------ --------- ---------------
Elect Duncan
Kennedy as
11 a director 330,784,336 99.85 498,468 0.15 331,282,804 85.61 436,034
--------------------- ------------ ---------- ----------- ------ --------- ---------------
Elect Anne
Thorburn
12 as a director 331,225,801 99.98 53,373 0.02 331,279,174 85.61 439,664
--------------------- ------------ ---------- ----------- ------ --------- ---------------
Appoint Deloitte
13 LLP as Auditors 331,631,392 99.98 75,297 0.02 331,706,689 85.72 12,149
--------------------- ------------ ---------- ----------- ------ --------- ---------------
Authorise
Directors
to fix Auditor
14 remuneration 331,656,828 99.98 55,108 0.02 331,711,936 85.72 2,011
--------------------- ------------ ---------- ----------- ------ --------- ---------------
Authorise
the Company
to make Political
15 Donations 330,018,192 99.49 1,686,803 0.51 331,704,995 85.72 13,843
--------------------- ------------ ---------- ----------- ------ --------- ---------------
Approve changes
to the BTG
Sharesave
16 Plan 2009 329,257,232 99.41 1,964,747 0.59 331,221,979 85.60 448,130
--------------------- ------------ ---------- ----------- ------ --------- ---------------
Approve changes
to the BTG
USA Stock
Purchase
17 Plan 2009 329,753,580 99.54 1,518,016 0.46 331,271,596 85.61 447,242
--------------------- ------------ ---------- ----------- ------ --------- ---------------
Authority
to allot
18 shares 312,630,577 94.25 19,078,389 5.75 331,708,966 85.72 9,872
--------------------- ------------ ---------- ----------- ------ --------- ---------------
Disapplication
of pre-emption
rights in
respect of
up to 5%
of the Company's
issued share
19 capital 315,138,447 95.01 16,552,335 4.99 331,690,782 85.72 28,056
--------------------- ------------ ---------- ----------- ------ --------- ---------------
Disapplication
of pre-emption
rights in
respect of
an additional
5% of the
Company's
issued share
20 capital 302,652,671 91.24 29,044,824 8.76 331,697,495 85.72 21,342
--------------------- ------------ ---------- ----------- ------ --------- ---------------
Call a general
meeting on
not less
than 14 days'
21 notice 324,202,273 97.74 7,509,238 2.26 331,711,511 85.72 7,327
--------------------- ------------ ---------- ----------- ------ --------- ---------------
*where shareholders appointed the Chairman as their proxy with
discretion as to voting, their votes were cast in favour of the
resolutions and their shares have been included in the "votes for"
column
As at 10:30 a.m. on 16 July 2018 (being the time at which
shareholders who wanted to attend and vote at the meeting were
required to have their details entered in the register of members)
there were 386,955,747 shares of 10p each in issue.
In accordance with Listing Rule 9.6.2, copies of the resolutions
passed as special business at the Annual General Meeting have been
submitted to the National Storage Mechanism and will shortly be
available for inspection at www.morningstar.co.uk/uk/NSM
Statement regarding AGM voting results
The Board is pleased that all of the resolutions put to
shareholders at the AGM were passed. However, it recognises the
votes opposed to resolutions 2 and 8: being the approval of the
2017 Annual Remuneration Report (primarily due to the exit
arrangements for the former Chief Financial Officer) and the
reappointment of the Chairman, Garry Watts, respectively. Whilst
both resolutions were passed with broad shareholder support of over
75%, the Company is fully committed to continuing to engage with
shareholders and proxy advisers in relation to these matters. With
respect to remuneration matters, that will include consultation
with shareholders on the Group's Remuneration Policy before it is
put to the 2019 AGM for approval.
Appointment of Remuneration Committee Chair
The Board of BTG plc is pleased to announce, pursuant to Listing
Rule 9.6.11, the appointment of Sue Foden as Chair of the Company's
Remuneration Committee with immediate effect. The change is part of
the ongoing succession planning of the Board. Sue is replacing Ian
Much who had been in that role for 8 years. Ian will remain on the
Board and a member of the Committee. The Board wishes to thank Ian
for his ongoing significant contribution to the Company. Sue has
also been appointed as a member of the Nomination Committee. In
addition, the Board is pleased to announce the appointment of
Richard Wohanka as a member of the Remuneration Committee,
replacing Giles Kerr who stepped down as a member of the Board
following today's AGM after over ten years' service to the Company.
The Board wishes to thank Giles for his considerable contribution
to the Board during his tenure in particular in his role as Senior
Independent Director and Chairman of the Audit Committee and member
of the Remuneration Committee.
There are no further details to be disclosed in relation to
paragraph 9.6.13R of the Financial Conduct Authority Listing
Rules.
Contacts:
Andy Burrows, Vice President, Corporate and Investor
Relations
+44 (0)20 7575 1741
Stuart Hunt, Investor Relations Manager
+44 (0)20 7575 1582
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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