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KIER GROUP PLC AGM Information 2021

Nov 19, 2021

4761_dva_2021-11-19_40ab608b-cc06-4b68-abab-572610e982bb.pdf

AGM Information

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KIER GROUP PLC

RESULT OF ANNUAL GENERAL MEETING

Kier Group plc (the "Company") announces the results of its Annual General Meeting held on 19 November 2021. The voting was held on a poll and the results for each resolution were as follows:

Resolution Total votes
validly
cast1
%
voted2
Votes for % votes
for3
Votes
against
% votes
against3
Votes
withheld1
1 To receive the annual report and
accounts for the year ended 30 June
2021
286,198,645 64.14% 286,118,657 99.97 79,988 0.03 36,491
2 To approve the directors' remuneration
report for the year ended 30 June 2021
246,636,996 55.28% 182,346,972 73.93 64,290,024 26.07 39,592,985
3 To re-elect Mr MJ Lester as a director 286,188,735 64.14% 285,952,869 99.92 235,866 0.08 46,972
4 To re-elect Mr AOB Davies as a director 286,183,681 64.14% 286,059,243 99.96 124,438 0.04 52,026
5 To re-elect Mr SJ Kesterton as a director 286,186,174 64.14% 286,066,954 99.96 119,220 0.04 49,533
6 To re-elect Mr JR Atkinson as a director 286,179,445 64.14% 281,396,431 98.33 4,783,014 1.67 56,262
7 To re-elect Ms AJ Atkinson as a director 286,172,986 64.14% 285,960,138 99.93 212,848 0.07 62,721
8 To re-elect Dame Heather Rabbatts as a
director
286,183,206 64.14% 270,574,684 94.55 15,608,522 5.45 52,501
9 To re-elect Mr CG Watson as a director 286,186,174 64.14% 285,979,082 99.93 207,092 0.07 49,533
10 To re-appoint PricewaterhouseCoopers
LLP as auditor
286,181,371 64.14% 285,968,380 99.93 212,991 0.07 54,336
11 To authorise the Risk Management and
Audit Committee to agree the
remuneration of the auditor
286,191,838 64.14% 286,058,045 99.95 133,793 0.05 43,869
12 To authorise the directors to allot shares 286,187,862 64.14% 285,471,720 99.75 716,142 0.25 47,845
13 To authorise the directors to disapply pre
emption rights (general)
286,162,461 64.14% 283,791,765 99.17 2,370,696 0.83 73,246
14 To authorise the directors to disapply pre
emption rights (acquisition or specified
capital investment)
286,172,978 64.14% 285,893,775 99.90 279,203 0.10 62,729
15 To adopt new Articles of Association 286,149,020 64.13% 286,005,977 99.95 143,043 0.05 86,687
16 To authorise the Company to call general
meetings, other than annual general
meetings, on not less than 14 clear days'
notice
286,190,034 64.14% 285,126,224 99.63 1,063,810 0.37 45,673
17 To authorise pollical donations 286,119,635 64.13% 282,141,494 98.61 3,978,141 1.39 116,072

Notes:

  1. A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes validly cast.

  2. Expressed as a percentage of the total issued share capital on 17 November 2021. The number of ordinary shares in issue on 17 November 2021 was 446,186,918.

  3. Expressed as a percentage of all votes validly cast (and does not include votes withheld).

Shareholders are entitled to one vote per share. Resolutions 1 to 12 (inclusive) and Resolution 17 were passed as ordinary resolutions and resolutions 13 to 16 (inclusive) were passed as special resolutions.

The Board notes that Resolution 2 (which related to the advisory vote on the Directors' Remuneration Report) was passed with 73.93% of votes in favour.

Prior to the AGM, the Company conducted an extensive consultation with its largest shareholders on Directors' remuneration proposals and the Remuneration Committee will continue to reflect carefully on the points that they have raised. The Remuneration Committee will engage further with the Company's shareholders and the proxy advisers to understand their

views. The Company will publish an update within the next six months on the views it has received from shareholders and the actions it has taken, or proposes to take, in response.

A copy of all resolutions passed, other than those concerning ordinary business, will today be submitted to the National Storage Mechanism in accordance with Listing Rule 9.6.2. These resolutions will shortly be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

The Kier Group plc Legal Entity Identifier is 2138002RKCU2OM4Y7O48.

For enquiries please contact: Jaime Tham Company Secretary