Man Group PLC

AGM Information • May 10, 2019

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RNS Number : 7171Y

Man Group plc

10 May 2019

Result of AGM

Man Group plc (the "Company") held its Annual General Meeting ("AGM") at 10.00am on Friday 10 May 2019. All resolutions presented at the AGM were put to the meeting on a poll and were passed with the requisite majority. The full results are detailed below. 

The issued ordinary share capital as at 8 May 2019, the voting record date, was 1,610,142,313 (including treasury shares). The Company held 67,863,338 shares in Treasury, which do not carry any voting rights. Therefore, the total number of voting rights in the Company as at the voting record date was 1,542,278,975.

Resolution	FOR		AGAINST		Number of votes withheld
No. of shares	%	No. of shares	%
Receive the Annual Report and financial statements	1,091,058,085	100.00	43,030	0.00	1,000,367
Approve the Directors' Remuneration report	1,021,697,914	93.59	69,956,885	6.41	434,650
Declare a final dividend	1,092,086,671	100.00	9,696	0.00	5,115
Reappoint Katharine Barker as a director	1,088,782,072	99.74	2,847,374	0.26	473,910
Reappoint Richard Berliand as a director	1,085,151,302	99.41	6,454,474	0.59	509,613
Reappoint Zoe Cruz as a director	1,088,761,569	99.74	2,836,732	0.26	505,055
Reappoint John Cryan as a director	1,087,284,694	99.61	4,310,396	0.39	508,266
Reappoint Luke Ellis as a director	1,088,489,324	99.68	3,455,386	0.32	158,646
Reappoint Andrew Horton as a director	1,084,583,773	99.36	7,012,919	0.64	506,664
Reappoint Mark Jones as a director	1,079,457,036	98.89	12,131,470	1.11	514,850
Reappoint Matthew Lester as a director	1,087,436,828	99.62	4,139,105	0.38	527,423
Reappoint Ian Livingston as a director	996,620,722	91.32	94,778,693	8.68	703,941
Reappoint Dev Sanyal as a director	1,088,383,346	99.71	3,210,014	0.29	509,996
Reappoint Jonathan Sorrell as a director	1,087,736,677	99.65	3,859,889	0.35	506,790
Reappoint Deloitte LLP as auditor	1,091,533,959	99.96	438,211	0.04	131,186
Determine the remuneration of the auditor	1,090,532,754	99.87	1,460,076	0.13	110,526
Authorise political donations and expenditure	1,085,235,175	99.39	6,703,738	0.61	164,443
Authorise the directors to allot shares	942,498,662	86.31	149,547,668	13.69	57,026
Authorise the directors to allot shares for cash other than on a pro-rata basis to existing shareholders*	958,648,843	87.79	133,366,678	12.21	87,835
Authorise the directors to allot shares for cash other than on a pro-rata basis to existing shareholders in relation to acquisitions and specified capital investments*	851,200,006	77.95	240,804,931	22.05	98,419
Authorise the Company to purchase its own shares*	1,040,834,137	95.36	50,598,876	4.64	670,343
Authorise the directors to call general meetings on 14 clear days' notice*	1,010,508,574	92.53	81,561,983	7.47	32,259

* Special Resolution requiring 75% majority

The Board notes that 77.95% of shareholders voted for and 22.05% voted against Resolution 20 which relates to the disapplication of pre-emption rights authority in connection with an acquisition or specified capital investment. The resolution is in line with the Investment Association's Share Management Guidelines and the Pre-Emption Group's Statement of Principles.     

We understand from recent discussions with some of the shareholders that did not support this Resolution that they may prefer to have the opportunity to vote on specific proposals for a transaction requiring this level of pre-emptive issue.  We will continue our dialogue with these shareholders and take their views into account when considering our future plans.

Update on implementation of share buy-back programme announced on 22 October 2018

Following the passing of the resolutions at the AGM today, the Company has agreed to further extend the engagement period of its irrevocable, non-discretionary arrangement with J.P. Morgan Securities plc ("JPMS plc") (announced to the market on 22 October 2018, and extended on 21 December 2018) to repurchase, on its behalf, ordinary shares in the Company up to a maximum consideration of $100 million. The engagement period shall now continue up to and including 20 May 2019.

There is $28.2 million outstanding under the share buy-back programme.  To the extent that any amount remains outstanding on 20 May 2019, assuming the implementation of the corporate reorganisation to introduce a new ultimate holding company becomes effective on 28 May 2019, the new ultimate holding company, Man Group plc (incorporated in Jersey with company number 127570) (New Man), will enter into an equivalent irrevocable, non-discretionary arrangement with JPMS plc to enable the buy-back programme to be completed. 

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