Rotork PLC — AGM Information 2023

Apr 28, 2023

National Storage Mechanism | Additional information

RNS Number : 9275X

Rotork PLC

28 April 2023

28 April 2023

Rotork Plc

('the Company' or 'Rotork')

2023 Annual General Meeting - Poll Results and Chair Accession

The Company's 2023 Annual General Meeting ('AGM') was held today in the Brunel Suite at the Bailbrook House Hotel, Eveleigh Avenue, London Road West, Bath, BA1 7JD.  All resolutions, as set out in the Notice of AGM dated 23 March 2023 and put to the meeting, were decided on by a poll and were passed.

Resolutions 1 to 17 were each passed as an ordinary resolution and resolutions 18 to 22 were each passed as a special resolution.

The following table summarises the final poll result for each resolution:

		For 2		Against2
Resolution		No. of Shares	%	No. of Shares	%	No. of Votes withheld3	Total Capital Instructed
1.	To receive the 2022 Annual Report and audited accounts	697,003,548	99.99	89,076	0.01	730,325	80.98%
2.	To declare a final dividend of 4.30p per ordinary share	697,491,835	99.95	325,527	0.05	5,587	81.06%
3.	To approve the Directors' Remuneration Policy	683,772,096	98.04	13,640,012	1.96	410,841	81.01%
4.	To approve the Directors' Remuneration Report	679,150,943	97.82	15,105,911	2.18	3,566,095	80.65%
5.	To re-elect AC Andersen as a director	683,725,512	97.99	14,006,632	2.01	90,805	81.05%
6.	To re-elect TR Cobbold as a director	696,121,217	99.77	1,612,171	0.23	89,561	81.05%
7.	To re-elect JM Davis as a director	694,529,087	99.54	3,207,301	0.46	86,561	81.05%
8.	To re-elect PG Dilnot as a director	697,542,079	99.97	185,065	0.03	95,805	81.05%
9.	To re-elect KT Huynh as a director	697,542,687	99.97	190,701	0.03	89,561	81.05%
10.	To re-elect KFS Meurk-Harvey as a director	696,160,217	99.77	1,571,927	0.23	90,805	81.05%
11.	To re-elect JE Stipp as a director	696,160,067	99.77	1,572,077	0.23	90,805	81.05%
12.	To elect DC Thompson as a director	694,644,862	99.56	3,091,526	0.44	86,561	81.05%
13.	To re-appoint Deloitte LLP as Auditor of the Company	695,529,824	99.96	262,081	0.04	2,031,044	80.83%
14.	To authorise the Audit Committee to determine Auditor's remuneration	697,585,124	99.97	176,076	0.03	61,749	81.05%
15.	Authority to make political donations	678,601,495	97.30	18,854,367	2.70	384,587	81.02%
16.	Authority for the directors to allot shares	669,569,243	95.97	28,113,341	4.03	77,575	81.04%
17.	Authority to adopt new rules of the Rotork Sharesave Scheme	697,060,025	99.92	588,374	0.08	111,760	81.04%
18.	General authority to dis-apply pre-emption rights*	687,510,138	98.59	9,836,044	1.41	413,977	81.01%
19.	Authority to dis-apply pre-emption rights for acquisitions / capital investments*	685,672,334	98.33	11,673,848	1.67	413,977	81.01%
20.	Authority to purchase own ordinary shares*	695,236,140	99.69	2,128,354	0.31	395,665	81.01%
21.	Authority to purchase own preference shares*	695,493,808	99.73	1,866,082	0.27	400,269	81.01%
22.	Notice period for general meetings*	640,784,329	92.10	54,953,704	7.90	2,022,126	80.82%

*Passed as a special resolution

The Board of Rotork plc is pleased to note that all resolutions were passed at today's AGM and we welcome the substantial support of the Company's shareholders for all the resolutions proposed.

Pursuant to Listing Rule 9.6.11(3), the Company is pleased to confirm that Dorothy Thompson, CBE acceded to the role of Chair at the conclusion of today's AGM.  Dorothy succeeds Martin Lamb who has stepped down as Chairman and as a director today after nearly nine years on the Board. Dorothy's appointment as Non-executive Director and Chair Designate was announced on 1 December 2022 (RNS Number: 1581I).

Notes: 

1.    The total votes cast in favour of each resolution include those giving the Chairman discretion.

2.    Votes "For" and "Against" are expressed as a percentage of votes received with percentages rounded to two decimal places.

3.    A "vote withheld" is not a vote in law and is not counted in the calculation of the votes "for" or "against" a resolution.

4.    The total number of ordinary 0.5p shares in issue on 28 April 2023 was 860,859,793 with no shares being held in treasury. The total number of voting rights in respect of these ordinary shares was 860,859,793 with each ordinary share having one vote.

5.    In accordance with Listing Rule 9.6.2, a copy of all resolutions passed by the Company, other than those resolutions concerning ordinary business, will be submitted to the UK Listing Authority and made available for inspection from the National Storage Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

6.    A copy of this announcement has been posted on the Company's website at www.rotork.com/investors/index/agm.

7.    Legal Entity Identifier: 213800AH5RZIHGWRJ718

Enquiries:
Rotork plc	Tel:  +44 (0)1225 733 200
Stuart Pain, Group General Counsel & Company Secretary Andrew Carter, Investor Relations Director
FTI Consulting
Nick Hasell/Susanne Yule	Tel:  + 44 (0)20 3727 1340

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