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NCC GROUP PLC
AGM Information • Oct 20, 2020
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AGM Information
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National Storage Mechanism | Additional information 
RNS Number : 6749C
NCC Group PLC
20 October 2020
NCC GROUP PLC
RESULTS OF THE 2020 ANNUAL GENERAL MEETING
Annual General Meeting
At the Annual General Meeting ("AGM") of NCC Group plc (the "Company") held at 10.30 am at XYZ Building, 2 Hardman Boulevard, Spinningfields, Manchester, M3 3AQ on 20 October 2020, shareholders duly passed all of the resolutions proposed. Each of the resolutions put to the AGM were voted on by way of a poll.
Resolutions 1 to 14 and resolutions 19 to 22 were passed as ordinary resolutions and resolutions 15 to 18 were passed as special resolutions. The results of the poll incorporating proxy votes lodged in advance of the meeting are set out below (rounded to 2 decimal places).
Votes for
%
Votes against
%
Total votes cast
% of ISC voted
Votes withheld
1.
To receive the report and accounts
205,722,097
100.00
0
0.00
205,722,097
73.45%
5,431,721
2.
To approve the directors' remuneration report (other than the directors' remuneration policy) for the year ended 31 May 2020
102,161,835
51.53
96,087,573
48.47
198,249,408
70.78%
12,904,409
3.
To approve the Directors' remuneration policy (as contained in the Directors' Remuneration Report for the year ended 31 May 2020)
163,090,941
81.44
37,158,392
18.56
200,249,333
71.50%
10,904,484
4.
To declare a final dividend of 3.15p per share
211,153,619
100.00
0
0.00
211,153,619
75.39%
199
5.
To re-appoint KPMG as auditor
205,894,275
99.99
13,942
0.01
205,908,217
73.52%
5,245,601
6.
To authorise the Audit Committee to determine the auditor's remuneration
211,143,809
100.00
7,827
0.00
211,151,636
75.39%
2,182
7.
To re-elect Adam Palser as a Director
211,100,615
99.98
49,536
0.02
211,150,151
75.39%
3,667
8.
To re-elect Chris Stone as a Director
204,983,851
99.55
921,846
0.45
205,905,697
73.52%
5,248,120
9.
To re-elect Jonathan Brooks as a Director
183,894,717
87.09
27,256,383
12.91
211,151,100
75.39%
2,718
10.
To re-elect Chris Batterham as a Director
202,341,540
95.83
8,807,577
4.17
211,149,117
75.39%
4,701
11.
To re-elect Jennifer Duvalier as a Director
202,341,648
95.83
8,808,503
4.17
211,150,151
75.39%
3,667
12.
To re-elect Mike Ettling as a Director
211,111,184
99.98
37,933
0.02
211,149,117
75.39%
4,701
13.
To re-elect Tim Kowalski as a Director
205,386,342
99.75
518,322
0.25
205,904,664
73.52%
5,249,154
14.
To authorise the Directors to allot shares
204,373,637
96.80
6,766,655
3.20
211,140,292
75.39%
13,526
15.
To authorise the Directors to disapply pre-emption rights up to 5% of the issue share capital
204,646,266
96.92
6,503,226
3.08
211,149,492
75.39%
4,326
16.
To authorise the Directors to disapply pre-emption rights for an additional 5% in relation to an acquisition or capital investment
199,403,091
94.44
11,746,401
5.56
211,149,492
75.39%
4,326
17.
To authorise the purchase of own shares pursuant to s.701 of the Companies Act 2006
205,744,378
97.51
5,263,583
2.49
211,007,961
75.34%
145,857
18.
To reduce the notice period required for General Meetings
206,554,782
97.83
4,592,082
2.17
211,146,864
75.39%
6,954
19.
To authorise the making of political donations and incurring political expenditure
193,404,025
91.65
17,618,642
8.35
211,022,667
75.34%
131,151
20.
To approve the adoption of the NCC Group plc 2020 Long Term Incentive Plan
199,361,756
94.42
11,775,327
5.58
211,137,083
75.39%
16,735
21.
To approve the adoption of the NCC Group plc 2020 Restricted Share Plan
199,361,756
94.42
11,775,327
5.58
211,137,083
75.39%
16,735
22.
To approve the adoption of the NCC Group plc 2020 Deferred Annual Bonus Share Plan
204,639,610
96.92
6,500,817
3.08
211,140,427
75.39%
13,391
Resolution 2
Following recent engagement on our Remuneration Report with approximately 25 of our larger shareholders, we would like to thank those that took the time to discuss their views with us. We were reassured that the vast majority with whom we consulted agreed that our policy and our plans for its implementation in 2020/21 were appropriate, though we acknowledge a significant minority of shareholders did not agree.
Following the AGM, the Remuneration Committee will continue to engage with shareholders to fully understand their concerns and will consider the full range of feedback. We will publish an update on our engagement, in accordance with the UK Corporate Governance Code, within six months of the 2020 AGM.
Notes:
1. Any proxy appointments which gave discretion to the chairman of the meeting 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 votes "for" and "against" a resolution, nor in the calculation of "total votes cast" for any resolution.
3. The issued share capital of the Company as at the date of the AGM was 280,076,324 ordinary shares.
4. The full text of the resolutions can be found in the Notice of Annual General Meeting which is available for inspection at the National Storage Mechanism www.morningstar.co.uk/uk/nsm and on the Company's website.
In accordance with Listing Rule 9.6.2, copies of the resolutions passed as special business of the meeting will be uploaded to the National Storage Mechanism and will shortly be available for inspection at www.morningstar.co.uk/uk/nsm.
For enquiries please contact:
Jonathan Williams
Deputy Company Secretary
0161 209 5374
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