CARR'S GROUP PLC — AGM Information 2022

Jan 18, 2022

National Storage Mechanism | Additional information

RNS Number : 8590Y

Carr's Group PLC

18 January 2022

CARR'S GROUP PLC ("Carr's" or the "Group")

Result of Annual General Meeting

Carr's (CARR.L), the Agriculture and Engineering Group, confirms that all resolutions proposed at its Annual General Meeting ("AGM") held at 11:30am today, 18 January 2022, were passed by shareholders.

The results of the proxy votes cast in advance of the meeting were as set out below.  Votes withheld do not count in the number of votes counted for or against a resolution.

Resolution	Number of votes for	% of votes for	Number of votes against	% of votes against	Number of votes withheld	Total votes cast
1. Approve Annual Report and Accounts	50,953,871	99.98	8,720	0.02	3,606	50,966,197
2. Approve final dividend	50,966,197	100	0	0	0	50,966,197
3. Re-elect Peter Page	39,554,034	77.55	11,452,208	22.45	22,306	51,028,548
4. Re-elect Neil Austin	41,607,339	81.57	9,398,956	18.43	22,253	51,028,548
5. Re-elect John Worby	50,929,362	99.85	76,933	0.15	22,253	51,028,548
6. Re-elect Ian Wood	49,550,217	97.15	1,454,878	2.85	23,435	51,028,548
7. Appoint Grant Thornton UK LLP as Auditor	50,903,628	99.92	41,355	0.08	21,234	50,966,197
8. Authorise remuneration of Auditor	50,930,563	99.96	19,181	0.04	16,453	50,966,197
9. Approve Remuneration Report	46,674,005	96.89	1,500,203	3.11	2,791,989	50,966,197
10. Authorise allotment of shares	50,868,412	99.82	90,179	0.18	7,606	50,966,197
11. Disapply pre-emption (general)	50,756,603	99.61	199,926	0.39	9,671	50,966,200
12. Disapply pre-emption (investments)	50,774,503	99.65	180,879	0.35	10,818	50,966,200
13. Authorise purchase of own shares	50,739,195	99.57	218,249	0.43	8,753	50,966,197
14. Meetings on 14 days' notice	50,722,625	99.55	227,819	0.45	15,753	50,966,197

The total number of votes cast was 51,028,548 which represents 54% of the Company's shareholders.  The Board is always open to constructive dialogue with shareholders and is grateful to all those who took the time to consider and vote on the resolutions proposed.

The Board notes that although resolutions 3 and 4, to re-elect Peter Page and Neil Austin, were each passed with a significant majority, there were a material number of votes cast against.  The primary reason for this was the voting policy of a major shareholder which requires the Board to comprise a majority of independent Non-Executive Directors and at least one female member.  Prior to conclusion of the AGM, the Board did satisfy such requirements although, upon Alistair Wannop and Kristen Eshak Weldon standing down at the conclusion of AGM, this is currently not the case.  As previously communicated, a process is underway for the appointment of an independent Non-Executive Director.  A process is also underway relating to the appointment of a new CEO for the Group at which point Peter Page will revert to the position of Non-Executive Chairman.

An update on the position will be provided within six months as required by the Corporate Governance Code 2018.

In accordance with Listing Rule 9.6.3R of the UK Financial Conduct Authority (FCA), a copy of the resolutions passed as Special Business at the AGM have been submitted to the UK Listing Authority and will be available for public inspection at the National Storage Mechanism (NSM) https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

Enquiries:

Carr's Group plc Matthew Ratcliffe, Company Secretary	Tel: +44 (0) 1228 554 600

About Carr's Group plc:

Carr's is an international leader in manufacturing value added products and solutions, with market leading brands and robust market positions in Agriculture and Engineering, supplying customers in over 50 countries around the world.  Carr's operates a decentralised business model that empowers operating subsidiaries enabling them to be competitive, agile, and effective in their individual markets whilst setting overall standards and goals.

Its Speciality Agriculture division manufactures and supplies feed blocks, minerals and boluses containing trace metals and minerals for livestock.

Its Agricultural Supplies division manufactures compound animal feed, distributes farm machinery and runs a UK network of rural stores, providing a one-stop shop for the farming community.

Its Engineering division designs and manufactures bespoke equipment, including robotic and remote handling equipment, and provides technical services primarily into nuclear, oil and gas, and defence industries.

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