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London, May 16
16 May 2019
Keller Group plc ("the Company")
2019 AGM Results
Keller Group plc (the “Company”) announces that all resolutions were passed by the requisite majorities at the Company’s Annual General Meeting held at Leonardo Royal St. Paul’s Hotel, 10 Godliman Street, London EC4V 5AJ at 11:00am on Thursday, 16 May 2019.
In line with recommended practice, a poll was conducted on each resolution at the meeting. The total voting rights (the issued share capital excluding Treasury Shares) on 14 May 2019 was 72,059,880. The total number of votes received on each resolution is as follows:
|1 - To receive the report and accounts||57,464,728||100.00%||195||0.00%||57,464,923||35,811|
|2 - To approve the Directors’ remuneration report||45,776,928||79.97%||11,466,440||20.03%||57,243,368||257,365|
|3 – To declare a final dividend of 23.9p per Ordinary Share||57,500,689||100.00%||45||0.00%||57,500,734||0|
|4 – To appoint Ernst & Young LLP as Auditors||57,351,954||99.74%||148,385||0.26%||57,500,339||395|
|5 - To agree the Auditors’ remuneration||57,476,674||99.99%||4,225||0.01%||57,480,899||19,835|
|6 - To elect Paula Bell||57,318,956||99.69%||178,566||0.31%||57,497,522||3,212|
|7 - To elect Baroness Kate Rock||56,979,506||99.10%||518,566||0.90%||57,498,072||2,662|
|8 - To elect Michael Speakman||57,018,180||99.17%||475,342||0.83%||57,493,522||7,212|
|9 - To re-elect Peter Hill CBE||57,158,941||99.41%||338,698||0.59%||57,497,639||3,095|
|10 - To re-elect Mr James Hind||57,081,884||99.28%||416,305||0.72%||57,498,189||2,545|
|11 - To re-elect Eva Lindqvist||57,067,319||99.25%||430,870||0.75%||57,498,189||2,545|
|12 – To re-elect Alain Michaelis||57,188,209||99.46%||309,980||0.54%||57,498,189||2,545|
|13 – To re-elect Nancy Tuor Moore||57,319,043||99.69%||179,146||0.31%||57,498,189||2,545|
|14 - To re-elect Dr Venu Raju||57,186,502||99.46%||311,687||0.54%||57,498,189||2,545|
|15 - To re-elect Dr Paul Withers||57,341,770||99.73%||152,419||0.27%||57,494,189||6,545|
|16 - Authority to allot shares||54,093,352||94.08%||3,404,837||5.92%||57,498,189||2,545|
|17 - Authority to disapply pre-emption rights||56,380,172||99.32%||387,447||0.68%||56,767,619||733,115|
|18 - Authority to disapply pre-emption rights (limited circumstances)||53,277,370||93.85%||3,490,249||6.15%||56,767,619||733,115|
|19 - Authority to buy back shares||57,048,745||99.44%||323,488||0.56%||57,372,233||128,501|
|20 - Authority to make political donations||55,312,331||96.20%||2,184,203||3.80%||57,496,534||4,200|
|21 - Authority to call a general meeting on 14 days’ notice||55,584,442||96.67%||1,914,142||3.33%||57,498,584||2,150|
Prior to the AGM, ISS proxy advisors recommended that shareholders vote against Resolution 2 (To approve the Directors’ remuneration report) due to the number of shares awarded to Executive Directors in 2019 under the Company’s Long Term Incentive Plan not being scaled back in recognition of the fall in the Company’s share price during 2018.
We have engaged with a large number of our major shareholders in recent weeks, and would like to thank them for giving us the opportunity to speak to them ahead of our AGM. As a result, the Remuneration Committee has undertaken that, at the time of vesting of the 2019 award it will make a determination as to whether to use its discretion to reduce vesting levels as appropriate. The Remuneration Committee has also determined that should the share price at the time of the 2020 grant not be materially higher than that on which the 2019 grants were awarded, the 2020 awards will be scaled back from those awarded in 2019.
The majority of our shareholders, including the Company’s major shareholders, were supportive in their vote and we will continue to engage with shareholders on this subject going forward.
This announcement will be available for viewing on the Company’s website, www.keller.com, as soon as practicable.
In accordance with Listing Rule 9.6.2, copies of the resolutions passed (other than those concerning ordinary business) will shortly be submitted to the National Storage Mechanism and will be available for inspection at www.morningstar.co.uk/uk/NSM.
The full text of all the resolutions passed at the meeting can be found in the Notice of Annual General Meeting, which is available for inspection at www.morningstar.co.uk/uk/NSM and on the Company's website at www.keller.com.
Keller Group plc
Kerry Porritt, Group Company Secretary and Legal Advisor
Tel: 020 7616 7575
LEI number: 549300QO4MBL43UHSN10
Classification: 3.1 Additional regulated information required to be disclosed under the laws of a Member State
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