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Convatec Group PLC

AGM Information May 22, 2025

4959_agm-r_2025-05-22_ff72a655-16e2-406a-881d-927b83acf880.html

AGM Information

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National Storage Mechanism | Additional information

RNS Number : 8542J

Convatec Group PLC

22 May 2025

22 May 2025

Convatec Group Plc

("Convatec" or "the Company")

Results of the Annual General Meeting

Convatec's Annual General Meeting ("AGM") was held at FGS Global, The Adelphi, 1-11 John Adam Street, London WC2N 6HT on Thursday, 22 May 2025 at 14:00.

All resolutions set out in the Notice of Meeting were duly passed by way of a poll.  The results are set out below:

For1 Against1 Votes total

(excluding withheld2)
% of ISC voted3 Withheld2
Resolution No of shares % No of shares %
1 To receive the Annual Report and Accounts 2024 1,859,153,095 100.00% 357 0.00% 1,859,153,452 90.70% 0.12%
2 To approve the Directors' Remuneration Report 1,827,586,209 98.20% 33,510,408 1.80% 1,861,096,617 90.79% 0.02%
3 To approve the New Remuneration Policy 1,225,892,782 67.04% 602,748,451 32.96% 1,828,641,233 89.21% 1.79%
4 To declare Final Dividend 1,861,239,025 100.00% 357 0.00% 1,861,239,382 90.80% 0.01%
5 To re-elect Dr John McAdam as a Director 1,857,368,570 99.80% 3,799,586 0.20% 1,861,168,156 90.80% 0.01%
6 To re-elect Karim Bitar as a Director 1,860,834,913 99.98% 393,354 0.02% 1,861,228,267 90.80% 0.01%
7 To re-elect Jonny Mason as a Director 1,857,599,313 99.80% 3,632,298 0.20% 1,861,231,611 90.80% 0.01%
8 To re-elect Margaret Ewing as a Director 1,860,699,389 99.98% 445,784 0.02% 1,861,145,173 90.80% 0.01%
9 To re-elect Brian May as a Director 1,836,326,640 98.67% 24,818,533 1.33% 1,861,145,173 90.80% 0.01%
10 To re-elect Professor Constantin Coussios as a Director 1,857,806,020 99.82% 3,337,951 0.18% 1,861,143,971 90.80% 0.01%
11 To re-elect Heather Mason as a Director 1,860,666,861 99.97% 469,206 0.03% 1,861,136,067 90.80% 0.01%
12 To re-elect Kim Lody as a Director 1,857,805,175 99.82% 3,337,951 0.18% 1,861,143,126 90.80% 0.01%
13 To re-elect Sharon O'Keefe as a Director 1,857,687,019 99.82% 3,431,921 0.18% 1,861,118,940 90.80% 0.01%
14 To re-appoint Deloitte LLP as auditors 1,859,049,205 99.97% 474,329 0.03% 1,859,523,534 90.72% 0.10%
15 To authorise the Audit and Risk Committee on behalf of the Board to agree the auditors' remuneration 1,861,086,418 99.99% 140,830 0.01% 1,861,227,248 90.80% 0.01%
16 To approve the Convatec Group Omnibus Incentive Plan. 1,383,218,387 75.64% 445,433,823 24.36% 1,828,652,210 89.21% 1.79%
17 To authorise political donations and political expenditure 1,826,036,560 98.11% 35,154,792 1.89% 1,861,191,352 90.80% 0.01%
18 To authorise the Directors to allot shares 1,691,265,786 90.87% 169,902,975 9.13% 1,861,168,761 90.80% 0.01%
19 To authorise the Directors to disapply pre-emption rights* 1,727,143,179 92.80% 133,938,227 7.20% 1,861,081,406 90.79% 0.02%
20 To authorise the Directors to disapply pre-emption rights in connection with an acquisition or specified capital investment* 1,679,395,885 90.63% 173,609,702 9.37% 1,853,005,587 90.40% 0.45%
21 To authorise the Directors to make market purchases of own shares* 1,860,535,148 99.99% 132,334 0.01% 1,860,667,482 90.77% 0.04%
22 To authorise the calling of a general meetings on 14 clear days' notice* 1,768,872,258 95.04% 92,347,152 4.96% 1,861,219,410 90.80% 0.01%

Notes to the disclosure:

*Special Resolution

1.    Votes "For" and "Against" are expressed as a percentage of votes received.

2.    A "Vote withheld" is not a vote in law and is not counted in the calculation of the votes "For" or "Against" a resolution.

3.    Total number of shares in issue is 2,049,789,559 (90.8% of capital was voted).

Computershare acted as scrutineer of the poll on all resolutions.

We note support received for all resolutions today. We acknowledge that whilst a majority of shareholders voted in favour of Resolution 3 (Directors' Remuneration Policy) and Resolution 16 (Convatec Group Omnibus Incentive Plan), the overall vote level for each was below 80%.  The Board engaged extensively with shareholders throughout the development of our remuneration proposals and is committed to ongoing engagement with investors. We will provide an update within six months of today's meeting, consistent with the UK Corporate Governance Code.

In accordance with UKLR 6.4.2, copies of the resolutions that do not constitute ordinary business that were passed at the Annual General Meeting have been submitted to the National Storage Mechanism and will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

Enquiries

James Kerton, Company Secretary

Tel: +44 (7827) 036059

Email: [email protected]

Convatec Group Plc's LEI code is 213800LS272L4FIDOH92

About Convatec

Pioneering trusted medical solutions to improve the lives we touch: Convatec is a global medical products and technologies company, focused on solutions for the management of chronic conditions, with leading positions in Advanced Wound Care, Ostomy Care, Continence Care, and Infusion Care. With more than 10,000 colleagues, we provide our products and services in around 90 countries, united by a promise to be forever caring. Our solutions provide a range of benefits, from infection prevention and protection of at-risk skin, to improved patient outcomes and reduced care costs. Convatec's revenues in 2024 were over $2 billion. The company is a constituent of the FTSE 100 Index (LSE:CTEC). To learn more please visit http://www.convatecgroup.com

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