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Close Brothers Group PLC

AGM Information Nov 21, 2024

5137_dva_2024-11-21_cb79c0e3-d88d-4259-a176-6e6f8a48f9e3.html

AGM Information

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National Storage Mechanism | Additional information

RNS Number : 2159N

Close Brothers Group PLC

21 November 2024

Close Brothers Group plc

AGM Results

At the Annual General Meeting ("AGM") of Close Brothers Group plc (the "Company") held on 21 November 2024 at 11.00am, all resolutions put to shareholders were duly passed on a poll with the required majorities. The full text of each resolution is contained in the Notice of Annual General Meeting (the "Notice"). Resolutions 1 to 17 were passed as ordinary resolutions. Resolutions 18 to 22 were passed as special resolutions.

The following votes were cast in respect of the AGM resolutions:

Total Votes For %       For Total Votes Against % Against Total Votes Cast % of Issued Share Capital Voted Votes Withheld
Ordinary Resolutions
1. To receive the Company's 2024 Annual Report and Accounts together with the reports of the Directors and of the auditor. 105,437,924 99.99 12,915 0.01 105,450,839 70.07% 300,623
2. To approve the Directors' Remuneration Report for the financial year ended 31 July 2024. 102,696,753 97.72 2,391,550 2.28 105,088,303 69.83% 663,159
3. To approve the Directors' Remuneration Policy. 100,317,612 94.94 5,347,919 5.06 105,665,531 70.22% 85,931
4. To re-elect Mike Biggs as a Director of the Company. 100,504,960 95.18 5,085,579 4.82 105,590,539 70.17% 160,923
5. To re-elect Adrian Sainsbury as a Director of the Company. 105,364,918 99.70 320,075 0.30 105,684,993 70.23% 66,469
6. To re-elect Mike Morgan as a Director of the Company. 104,803,995 99.73 282,127 0.27 105,086,122 69.83% 665,340
7. To re-elect Tracey Graham as a Director of the Company. 104,067,708 98.49 1,594,130 1.51 105,661,838 70.21% 89,624
8. To re-elect Kari Hale as a Director of the Company. 104,057,824 98.48 1,604,015 1.52 105,661,839 70.21% 89,623
9. To re-elect Patricia Halliday as a Director of the Company. 105,391,400 99.73 280,291 0.27 105,671,691 70.22% 79,771
10. To re-elect Tesula Mohindra as a Director of the Company. 105,403,282 99.75 268,409 0.25 105,671,691 70.22% 79,771
11. To re-elect Mark Pain as a Director of the Company. 104,084,865 98.50 1,586,209 1.50 105,671,074 70.22% 80,388
12. To re-elect Sally Williams as a Director of the Company. 105,392,086 99.73 287,105 0.27 105,679,191 70.22% 72,271
13. To reappoint PricewaterhouseCoopers LLP as auditor of the Company. 105,165,946 99.52 506,996 0.48 105,672,942 70.22% 78,520
14. To authorise the Audit Committee (on behalf of the Board) to determine the remuneration of the auditor. 105,608,723 99.92 89,436 0.08 105,698,159 70.24% 53,303
15. That the Company and all companies that are its subsidiaries, be authorised to make political donations not exceeding 100,000 GBP (see Notice). 105,384,017 99.70 313,362 0.30 105,697,379 70.24% 54,083
16. To authorise the Board to allot shares in the Company and to grant rights to subscribe for or convert any security into shares (see Notice). 101,474,503 96.03 4,195,692 3.97 105,670,195 70.22% 81,267
17. To authorise the Board to allot shares in connection with AT1 Securities (see Notice). 101,489,141 96.06 4,166,659 3.94 105,655,800 70.21% 95,662
Special Resolutions
18. That, subject to the passing of Resolution 16, the Board be given power to allot equity securities for cash as if section 561 of the Act did not apply (see Notice). 94,287,857 89.23 11,380,131 10.77 105,667,988 70.22% 83,474
19. That, subject to Resolutions 16 and 18 passing, the Board be given the power to allot equity securities for cash as if section 561 of the Act did not apply (see Notice). 88,553,199 83.81 17,107,130 16.19 105,660,329 70.21% 91,133
20. That, subject to the passing of Resolution 17, the Board be given authority to disapply pre-emption rights in connection with AT1 Securities (see Notice). 101,511,886 96.06 4,164,067 3.94 105,675,953 70.22% 75,509
21. That the Company be authorised to make one or more market purchases of its ordinary shares of 25p each (see Notice). 105,186,887 99.52 503,331 0.48 105,690,218 70.23% 61,244
22. That a general meeting other than an annual general meeting may be called on not less than 14 clear days' notice. 104,401,634 98.77 1,296,755 1.23 105,698,389 70.24% 53,073

NOTES: 

1.  'Total Votes For' include votes recorded as at the discretion of the Chairman of the meeting.

2.  The 'Vote Withheld' option was provided to enable shareholders to refrain from voting on any particular resolution. A vote withheld is not a vote in law and has not been counted in the calculation of the proportion of the vote 'For' and 'Against' a resolution.

3.  For the purposes of the AGM, the issued share capital of the Company was 150,487,543 ordinary shares (excluding 1,572,747 Treasury shares).

4.  The full text of the resolutions is detailed in the Notice available on the Company website at www.closebrothers.com/investor-relations/shareholder-information/annual-general-meeting .

In accordance with Listing Rule 6.4.2, copies of the Special Resolutions passed at the Annual General Meeting have been submitted to the Financial Conduct Authority and will shortly be available for inspection from the National Storage Mechanism at  https://data.fca.org.uk/#/nsm/nationalstoragemechanism

Enquiries: Tiffany Brill, Deputy Company Secretary

020 3857 6251

About Close Brothers

Close Brothers is a leading UK merchant banking group providing lending, deposit taking, wealth management services and securities trading. We employ approximately 4,000 people, principally in the United Kingdom and Ireland. Close Brothers Group plc is listed on the London Stock Exchange and is a constituent of the FTSE 250.

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