CARCLO PLC

AGM Information • Sep 25, 2019

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RNS Number : 6652N

Carclo plc

25 September 2019

Carclo Plc ("the Company")

Results of Annual General Meeting

At the Annual General Meeting of the Company held on 25 September 2019, Resolutions 1 to 6 proposed in the Notice of Annual General Meeting dated 30 August 2019 were duly passed as ordinary resolutions by shareholders by means of a poll vote. 

The Board notes that Resolutions 7 (Disapplication of pre-emption rights), 8 (Authority to purchase own shares) and 9 (Shorter notice for general meetings) did not receive the requisite majorities to be passed as special resolutions.  The Board also notes that, although Resolutions 1 to 6 were passed by shareholders, there was a lower level of support for those resolutions.

The Board is naturally disappointed with the level of support for all resolutions which, following discussions with its principal shareholders, it understands is largely attributable to the business and share price performance over the past year.  During the coming weeks, the Board will continue to engage  with shareholders. An update on such engagement will be published in accordance with the recommendations of the UK Corporate Governance Code.

The results of the poll on each resolution are set out below.

Resolution	For (inc discretionary votes)		Against				Votes Withheld
	Number of votes	% of votes cast	Number of votes	% of votes cast	Total votes cast (excluding votes withheld)	% of issued share capital voted (excluding votes withheld
1.To elect Joe Oatley as a director	21,576,250	73.14	7,924,913	26.86	29,501,163	40.18%	1,788
2. To re-elect Mark Rollins as a director	20,758,877	70.36	8,743,063	29.64	29,501,940	40.18%	1,011
3. To re-elect Sarah Matthews-DeMers as a director	21,511,654	72.94	7,978,636	27.06	29,490,290	40.17%	12,661
4. To re-elect Peter Slabbert as a director	21,536,494	73.03	7,953,796	26.97	29,490,290	40.17%	12,661
5. To re-elect David Toohey as a director	21,541,830	73.02	7,960,110	26.98	29,501,940	40.18%	1,011
6. To authorise the directors to allot shares up to the specified limit	21,404,600	72.55	8,098,351	27.45	29,502,951	40.18%	0
7. Special resolution to empower the directors to issue shares for cash free from statutory pre-emption rights up to the specified limit	20,117,974	71.16	8,151,506	28.84	28,269,480	38.50%	1,233,471
8. Special resolution to authorise the Company to purchase its own shares up to the specified limit	20,713,056	70.37	8,720,317	29.63	29,433,373	40.09%	69,578
9. Special resolution to call general meetings (other than an AGM) on not less than 14 clear days' notice	21,584,129	73.16	7,918,822	26.84	29,502,951	40.18%	0

Notes:

a.   The number of shares in issue and eligible to vote at the meeting was 73,419,193 ordinary shares. Each shareholder, present in person or by proxy, was entitled to one vote per share held;

b.   A vote withheld is not a vote in law and is not counted in the calculation of votes for or against the resolutions.

Enquiries:
Carclo plc                                                          01924 268040
Mark Rollins - Executive Chairman Sarah Matthews-DeMers - Finance Director LEI: 21380078MEM399JPI956 FTI Consulting                                                 020 3727 1340 Nick Hasell / Susanne Yule

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