Marshalls PLC

AGM Information • May 13, 2020

National Storage Mechanism | Additional information

RNS Number : 8174M

Marshalls PLC

13 May 2020

13 May 2020                                                                             LEI: 213800S21IFC367J5V62

LR 9.6.3, 9.6.18

Marshalls plc announces that all resolutions contained in the Notice of Meeting dated 7 April 2020 previously circulated to shareholders were passed on a poll at the Annual General Meeting of the Company held on Wednesday 13 May 2020 and that copies of the resolutions below (other than those concerning ordinary business) have been forwarded to the UK Listing Authority via the National Storage Mechanism and will be available for inspection at www.morningstar.co.uk.

Resolution 15	That, subject to the passing of Resolution 14, the Directors be and are hereby empowered pursuant to Section 570 and Section 573 of the Companies Act 2006 to allot equity securities (as defined in Section 560 of the Companies Act 2006) for cash pursuant to the general authority conferred by Resolution 14 or by way of a sale of treasury shares as if Section 561(1) of the Companies Act 2006 did not apply to such allotment or sale, provided that this power shall be limited to:  (a)    the allotment of equity securities and the sale of treasury shares in connection with an offer of equity securities (but in the case of the authority granted under paragraph (b) of Resolution 14 by way of rights issue only) in favour of the holders of Ordinary Shares on the register of members at such record date(s) as the Directors may determine where the equity securities respectively attributable to the interests of the Ordinary Shareholders are proportionate (as nearly as may be practicable) to the respective numbers of Ordinary Shares held or deemed to be held by them on any such record date(s), subject to such exclusions or other arrangements as the Directors may deem necessary or expedient to deal with treasury shares, fractional entitlements or legal or practical problems arising under the laws of any overseas territory or the requirements of any regulatory body or stock exchange or by virtue of shares being represented by depositary receipts or any other matter; and (b)     (otherwise than pursuant to paragraph (a) of this Resolution 15) to any person or persons up to an aggregate nominal amount  of £2,500,652 (representing no more than 5 per cent of issued Ordinary Share capital at the date of this Notice of Annual General Meeting); and such power shall expire at the conclusion of the 2021 Annual General Meeting of the Company (or, if earlier, at the close of business on 12 August 2021), but so that the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted or treasury shares to be sold after such expiry, and the Directors may allot equity securities or sell treasury shares in pursuance of such offer or agreement as if the power conferred by this Resolution had not expired.
Resolution 16	That, subject to the passing of Resolution 14, the Directors be authorised in addition to any authority granted under subparagraph (b) of Resolution 15 to allot equity securities for cash pursuant to the general authority conferred by Resolution 14 or by way of a sale of treasury shares as if Section 561(1) of the Companies Act 2006 did not apply to such allotment or sale, provided that this power shall be: (a)      limited to the allotment of equity securities and the sale of treasury shares up to an aggregate nominal amount of £2,500,652 (representing no more than 5 per cent of issued Ordinary Share capital at the date of this Notice of Annual General Meeting); and (b)      used only for the purposes of financing (or refinancing, if the authority is used within six months after the original transaction) a transaction which the Directors determine to be an acquisition or other capital investment of a kind contemplated by the Pre-Emption Group's Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this Notice; and such power shall expire at the conclusion of the 2021 Annual General Meeting of the Company (or, if earlier, at the close of business on 12 August 2021), but so that the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted or treasury shares to be sold after such expiry, and the Directors may allot equity securities or sell treasury shares in pursuance of such offer or agreement as if the power conferred by this Resolution had not expired.
Resolution 17	That the Company be generally and unconditionally authorised and in accordance with Section 701 of the Companies Act 2006, to make market purchases (as defined in Section 693(4) of the Companies Act 2006) on the London Stock Exchange of up to 29,987,818 Ordinary Shares of 25 pence each in the capital of the Company (being approximately 14.99 per cent of the current issued Ordinary Share capital of the Company) on such terms and in such manner as the Directors of the Company may from time to time determine, provided that: (a)      the amount paid for each share (exclusive of expenses) shall not be more than the higher of (i) 5 per cent above the average of the middle market quotation for Ordinary Shares in the Company as derived from the London Stock Exchange Daily Official List for the 5 business days before the date on which the share is contracted to be purchased, and (ii) an amount equal to the higher of the price of the last independent trade and the highest current independent bid for an Ordinary Share in the Company as derived from the London Stock Exchange Trading System; (b)      the minimum price which may be paid for an Ordinary Share (exclusive of expenses) is 25 pence per Ordinary Share; and (c)      the authority herein contained shall expire at the conclusion of the 2021 Annual General Meeting of the Company (or, if earlier, at the close of business on 12 August 2021), provided that the Company may, before such expiry, make a contract to purchase its own Ordinary Shares which would or might be executed wholly or partly after such expiry, and the Company may make a purchase of its own Ordinary Shares in pursuance of such contract as if the authority hereby conferred had not expired.
Resolution 18	That a general meeting, other than an Annual General Meeting, may be called on not less than 14 clear days' notice.

The proxy voting results for each resolution (all of which were passed on a poll) are as follows:

	For	Against	Withheld
Resolution 1
To receive the Report of the Directors and the Accounts for the year ended 31 December 2019 together with the Auditor's Report	154,219,112	1,355,566	171,766
Resolution 2
To re-appoint Deloitte LLP as Auditors to the Company	155,713,664	22,391	10,390
Resolution 3
To authorise the Directors to determine the remuneration of the Auditors of the Company	155,718,572	16,754	11,119
Resolution 4
To re-elect Vanda Murray as a Director	155,170,911	566,983	8,550
Resolution 5
To re-elect Janet Ashdown as a Director	154,637,229	1,096,995	12,220
Resolution 6
To re-elect Jack Clarke as a Director	155,705,524	34,871	8,550
Resolution 7
To re-elect Martyn Coffey as a Director	155,556,158	181,737	8,550
Resolution 8
To re-elect Graham Prothero as a Director	155,028,368	696,664	21,412
Resolution 9
To re-elect Tim Pile as a Director	153,869,798	1,868,097	8,550
Resolution 10
To elect Angela Bromfield as a Director	155,684,651	34,756	24,038
Resolution 11
To approve the Directors' Remuneration Policy for the year ended 31 December 2019	143,469,823	10,790,542	1,486,079
Resolution 12
To approve the Directors' Remuneration Report for the year ended 31 December 2019	142,294,564	8,755,346	4,696,534
Resolution 13
That 2020 Management Incentive Plan and the draft Rules be established and approved; and that the Directors be and are authorised to do all such acts and things as may be considered necessary	143,483,125	11,804,963	458,356
Resolution 14
That the Directors are authorised to exercise all the powers of the Company to allot shares in the Company and to grant rights to subscribe for, or to convert any security into, shares in the Company	153,482,804	2,249,957	13,684
Resolution 15
The Directors be empowered to allot equity securities for cash pursuant to the general authority or by way of a sale of treasury shares	155,583,544	141,224	13,677
Resolution 16
The Directors be authorised (in addition to any authority granted under subparagraph (b) of Resolution 15) to allot equity securities for cash pursuant by way of a sale of treasury shares	154,292,917	1,431,075	22,452
Resolution 17
The Company be authorised to make market purchases on such terms and in such manner as the Directors may determine	154,256,014	1,463,020	27,410
Resolution 18
To authorise that a general meeting other than an annual general meeting may be called on no less than 14 clear days' notice	151,560,602	4,178,433	7,410

Enquiries:

Cathy Baxandall

Company Secretary

Tel:  07824 473 867

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