Vanquis Banking Group (formerly: Provident Financial Plc)

AGM Information • May 21, 2019

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RNS Number : 7497Z

Provident Financial PLC

21 May 2019

AGM Resolutions

At the company's annual general meeting held at Clifford Chance's offices in London, on 21 May 2019, Resolutions 1 to 19 were passed on a show of hands. 

In accordance with Listing Rule 9.6.2R, copies of all the resolutions passed other than resolutions concerning ordinary business have been submitted to the National Storage Mechanism and will be shortly available for inspection at www.morningstar.co.uk/uk/NSM.

A summary of the proxies cast in respect of each resolution is set out below.

Name of contact and telephone number for queries:

Charley Davies

Company Secretary

Tel:  0203 620 3689 extension 3689

ANNUAL GENERAL MEETING - 21 MAY 2019

Summary of proxy cards returned

		IN FAVOUR			AT PROXY'S DISCRETION			AGAINST			WITHHELD
		Number of Shares	Number of Holders	% voting shares	Number of shares	Number of Holders	% voting shares	Number of shares	Number of Holders	% voting shares	Number of shares	Number of holders	% total shares voted and withheld
RESOLUTION
1.	Directors' and auditor's reports and the financial statements	155,471,091	349	99.95	65,850	49	0.04	7,579	6	0.01	160,068	7	0.10
2.	Approval of the Remuneration Policy	152,700,629	289	98.08	66,739	49	0.04	2,921,610	64	1.88	11,541	13	0.00
3.	Approval of the annual statement by the chairman of the remuneration committee and the annual report on remuneration	122,544,519	234	79.58	73,005	47	0.05	31,366,266	135	20.37	1,716,728	15	1.11
4.	That a final dividend of 10.0p per share be declared	155,633,382	356	99.95	63,579	47	0.04	2,795	4	0.01	763	2	0.00
5.	Re-election of Andrea Blance as a Director	143,034,726	295	91.88	63,730	48	0.04	12,575,056	70	8.08	27,007	12	0.01
6.	Re-election of Malcolm Le May as a Director	155,582,641	328	99.95	63,730	48	0.04	22,369	25	0.01	31,779	13	0.02
7.	Election of Elizabeth Chambers as a Director	155,584,678	329	99.95	63,730	48	0.04	21,332	22	0.01	30,779	14	0.02
8.	Election of Paul Hewitt as a Director	155,584,674	328	99.95	64,413	49	0.04	18,921	22	0.01	32,511	14	0.02
9.	Election of Angela Knight as a Director	155,602,557	327	99.95	63,730	48	0.04	17,653	24	0.01	16,579	13	0.01
10.	Election of Patrick Snowball as a Director	153,596,977	328	98.66	63,730	48	0.04	2,022,997	27	1.3	16,815	13	0.01
11.	Election of Simon Thomas as a Director	155,582,776	328	99.94	65,050	49	0.04	35,434	24	0.02	17,259	14	0.01
12.	Reappointment of Deloitte LLP as the Auditor of the Company	151,536,053	330	98.41	65,640	52	0.04	2,388,619	31	1.55	1,710,207	14	1.09
13.	Audit committee to determine the Auditor's Remuneration	153,217,285	335	98.42	67,159	53	0.04	2,403,395	27	1.54	12,680	9	0.00
14.	Company granted authority to make political donations	155,482,580	277	99.88	64,327	50	0.04	128,188	71	0.08	25,424	18	0.01
15.	Directors authorised to allot shares	155,269,725	327	99.73	78,705	52	0.05	335,720	22	0.22	16,369	15	0.01
16.	Company authorised to purchase its own shares	153,855,889	334	98.84	77,582	50	0.05	1,721,374	20	1.11	45,674	11	0.02
17.	Company authorised to disapply pre-emption rights	155,565,139	320	99.93	78,705	52	0.05	29,910	22	0.02	26,765	20	0.01
18.	Company authorised to disapply pre-emption rights (in relation to acquisitions and specified capital investments)	149,512,591	315	96.04	81,114	53	0.05	6,081,496	31	3.91	25,318	20	0.01
19.	Convening of a general meeting on not less than 14 days' notice authorised	152,661,220	326	98.05	83,234	54	0.05	2,951,025	34	1.9	5,040	8	0.00

Notes: 

1. Percentage of voting shares is the percentage of shares voted and excludes shares on which votes were withheld

2. Total number of shares voted = 155,704,588

3. Total number of valid proxies returned = 431

4. Total number of shares in issue = 253,378,601

We are pleased that all resolutions were passed at the AGM and I would like to thank our shareholders for their continued support. However, the Board recognises the concerns from some shareholders on Resolution 3 - the approval of the Directors' Remuneration Report, which received a 79.58% vote in favour.

We acknowledge the concerns that some of our shareholders have expressed in the vote. We carried out a consultation process with large shareholders during 2018 and early 2019 on the proposed changes to our Directors' Remuneration Policy. During 2019, we will continue to consult and engage with our shareholders on the implementation of the Policy, and to understand the reasons behind the voting decisions. An update on the consultation and actions we will take to address shareholders' concerns will be provided in accordance with the 2018 UK Corporate Governance Code within six months of the AGM.

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