Just Group PLC

AGM Information • Jun 13, 2019

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RNS Number : 1616C

Just Group PLC

13 June 2019

13 JUNE 2019

JUST Group plc

(the "Company")

RESULTS OF ANNUAL GENERAL MEETING HELD ON 13 JUNE 2019

The Company announces the results of the poll taken at the Annual General Meeting of the Company ("AGM") held earlier today at Andaz London Liverpool Street, 40 Liverpool Street, London, EC2M 7QN.

All resolutions proposed in the notice of the AGM were duly passed on a poll.

Full details of the results of the poll are set out below:

Resolutions		# For		Against		% OF issued share capiTal VOTED (exc. VOTES WITHELD)	No. of votes Withheld
Ordinary Resolutions:		No. of votes	% of votes	No. of votes	% of votes
---	---	---	---	---	---	---	---
1.	To receive 2018 Annual Report and Accounts.	842,563,228	100.00	24,459	0.00	81.40	586,848
2.	To receive and approve the Directors' Remuneration Report for the year ended 31 December 2018 in the form set out in the 2018 Annual Report and Accounts.	733,556,657	87.00	109,593,150	13.00	81.46	24,728
3.	To re-elect Chris Gibson-Smith as a Director of the Company.	608,537,871	72.34	232,648,862	27.66	81.27	1,987,802
4.	To re-elect Paul Bishop as a Director of the Company.	818,446,423	97.30	22,730,449	2.70	81.27	1,997,663
5.	To re-elect Ian Cormack as a Director of the Company.	831,008,838	98.56	12,128,389	1.44	81.46	37,308
6.	To re-elect Michael Deakin as a Director of the Company.	839,765,515	99.60	3,370,225	0.40	81.46	38,795
7.	To re-elect Steve Melcher as a Director of the Company.	839,826,945	99.61	3,308,795	0.39	81.46	38,795
8.	To re-elect Keith Nicholson as a Director of the Company.	835,605,000	99.11	7,532,740	0.89	81.46	36,795
9.	To re-elect David Richardson as a Director of the Company.	839,125,931	99.52	4,021,077	0.48	81.46	27,527
10.	To re-elect Clare Spottiswoode as a Director of the Company.	839,585,988	99.81	1,594,371	0.19	81.27	1,994,176
11.	To appoint KPMG LLP as the Company's Auditor.	819,603,706	97.33	22,515,482	2.67	81.36	1,055,347
12.	To authorise the Audit Committee to determine the remuneration of the Company's Auditor.	837,529,563	99.46	4,587,151	0.54	81.36	1,057,821
13.	To renew the authority to make political donations and expenditure.	833,183,860	98.82	9,977,159	1.18	81.46	13,516
14.	To renew the authority to allot shares.	665,300,702	78.91	177,858,251	21.09	81.46	15,582
# Special ResolutionS:
15.	To renew the power to disapply pre-emption rights.	719,659,670	85.35	123,500,186	14.65	81.46	14,679
16.	To renew the authority to grant additional power to disapply pre-emption rights.	643,707,469	76.34	199,453,407	23.66	81.46	13,659
17.	To renew the authority of the Company to purchase Company shares.	829,716,582	98.42	13,289,832	1.58	81.44	168,121
18.	To renew the approval of a shorter notice period for general meetings.	828,956,028	98.31	14,212,863	1.69	81.46	5,647

Statement regarding voting result

The Board is pleased that all of the resolutions which were put to shareholders at the AGM were passed.

However, the Board notes that a significant number of shareholders voted against resolutions 3, 14 and 16, with the result that such resolutions fell below the 80% threshold.  In accordance with provision 4 of the 2018 UK Corporate Governance Code, the Board confirms that it will consult and engage with shareholders to understand and discuss their concerns with respect to such resolutions and why they voted against such resolutions. We will provide an update within six months of the AGM, in accordance with the 2018 UK Corporate Governance Code.

Full details of the resolutions passed, together with explanatory notes, are set out in the Notice of Annual General Meeting dated 10 May 2019, which is available at www.justgroupplc.co.uk   

Copies of the resolutions passed at the meeting will shortly be available to view in accordance with Listing Rule 9.6.2 on the FCA's National Storage Mechanism, at: www.morningstar.co.uk/uk/NSM

Notes:

(a)  All resolutions were passed.

(b)  The votes "For" and "Against" are expressed in percentage of the votes received.

(c)  Votes "For" include those votes giving the Chairman discretion.

(d)  A "vote withheld" is not counted towards the votes cast "for" or "against" a resolution.

(e)  The total number of shares in issue on 13 June 2019 was 1,035,081,664 ordinary shares of 10 pence each.

Enquiries:

David Whitehead

Interim Group Company Secretary

Just Group plc

+44 (0) 207 444 8401

13 June 2019

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