Marshalls PLC

Declaration of Voting Results & Voting Rights Announcements • May 15, 2019

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RNS Number : 1572Z

Marshalls PLC

15 May 2019

15 May 2019                                                                             LEI: 213800S21IFC367J5V62

LR 9.6.3, 9.6.18

Marshalls plc announces that all resolutions contained in the Notice of Meeting dated 4 April 2019 previously circulated to shareholders were passed on a poll at the Annual General Meeting of the Company held on Wednesday 15 May 2019 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 14	That a general meeting, other than an Annual General Meeting, may be called on not less than 14 clear days' notice.
Resolution 15	That the Directors be and are hereby generally and unconditionally authorised in accordance with Section 551 of the Companies Act 2006 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 ("Rights"): (a)     up to an aggregate nominal amount of £16,671,013 representing approximately one-third of the current issued share capital of the Company; and (b)     up to a further aggregate nominal amount of £16,671,013 representing approximately one-third of the current issued share capital of the Company provided that (i) they are equity securities (within the meaning of section 560(1) of the Companies Act 2006) and (ii) they are offered by way of a rights issue to holders of Ordinary Shares on the Register of Members at such record date 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 held, by them on such record date, 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 authority or stock exchange or by virtue of shares being represented by depositary receipts or any other matter; provided that such authority shall expire at the conclusion of the 2020 Annual General Meeting (or, if earlier, at the close of business on 14 August 2020), save that the Company may, before such expiry, make an offer or agreement which would or might require shares to be allotted or Rights to be granted after such expiry, and the Directors may allot shares and grant Rights in pursuance of such offer or agreement as if the authority conferred by this Resolution had not expired.
Resolution 16	That, subject to the passing of Resolution 15, 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 15 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 15 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 (i) of this Resolution 16) 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 2020 Annual General Meeting of the Company (or, if earlier, at the close of business on 14 August 2020), 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, subject to the passing of Resolution 15, the Directors be authorised in addition to any authority granted under subparagraph (b) of Resolution 16 to allot equity securities for cash pursuant to the general authority conferred by Resolution 15 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 2020 Annual General Meeting of the Company (or, if earlier, at the close of business on 14 August 2020), 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 18	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 2020 Annual General Meeting of the Company (or, if earlier, at the close of business on 14 August 2020), 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 19	That the Articles of Association produced to the Meeting and initialled by the Chair for the purpose of identification (the "New Articles") be and are hereby adopted as the Articles of Association of the Company in substitution for and to the exclusion of the existing Articles of Association of the Company.

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 2018 together with the Auditor's Report	147,814,581	2,021	147,403
Resolution 2
To re-appoint Deloitte LLP as Auditors to the Company	147,877,547	40,717	45,741
Resolution 3
To authorise the Directors to determine the remuneration of the Auditors of the Company	147,946,711	14,912	2,382
Resolution 4
To declare a final dividend for the year ended 31 December 2018 of 8.00 pence per Ordinary Share in the Company	147,963,924	81	0
Resolution 5
To declare a supplementary dividend of 4.00 pence per Ordinary Share in the Company	147,059,326	904,679	0
Resolution 6
To elect Vanda Murray as a Director	147,163,963	789,497	2,145
Resolution 7
To re-elect Janet Ashdown as a Director	144,917,245	3,034,449	12,310
Resolution 8
To re-elect Jack Clarke as a Director	146,772,566	1,185,428	5,996
Resolution 9
To re-elect Martyn Coffey as a Director	146,814,874	1,146,805	2,326
Resolution 10
To re-elect Tim Pile as a Director	146,609,868	1,348,141	5,996
Resolution 11
To elect Graham Prothero as a Director	146,562,520	1,379,024	3,076
Resolution 12
To amend the Rules of the 2014 Management Incentive Plan	138,149,114	9,419,523	395,367
Resolution 13
To approve the Directors' Remuneration Report for the year ended 31 December 2018	140,527,576	6,002,392	1,434,035
Resolution 14
To authorise that a general meeting other than an annual general meeting may be called on no less than 14 clear days' notice	144,322,145	3,630,740	11,120
Resolution 15
To  renew the Directors' general authority to allot relevant securities	146,451,755	1,472,274	20,591
Resolution 16
To renew the power of the Directors to allot equity securities for cash without first offering them to shareholders pro rata to their holdings	147,791,875	123,954	48,176
Resolution 17
To authorise the Directors to allot additional equity securities for cash in connection with an acquisition or specified capital investment	141,130,299	6,785,936	47,769
Resolution 18
To grant authority to the Company to make market purchases of its own Ordinary Shares	144,742,792	3,207,861	13,351
Resolution 19
To adopt new Articles of Association of the Company	146,878,837	919,515	165,653

Enquiries:

Cathy Baxandall

Company Secretary

Tel:  01422 314767

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