14 June 2023
M&C Saatchi plc
("M&C Saatchi" or the "Company")
Result of Annual General Meeting
The Company confirms that at its Annual General Meeting, held earlier today at 11 a.m., all of the resolutions were voted on by poll and were duly passed by the required majority.
The full text of each resolution was included in the Company's Notice of Annual General Meeting posted to shareholders and made available on the Company's website https://www.mcsaatchiplc.com/reports-results/2023.
The following table shows the results of the votes cast.
| Resolution | Total votes cast (excl. Votes Withheld) | For (*) | Against | Withheld (**) | |||
| | | Number | Number | % | Number | % | Number |
| Ordinary Resolutions | |||||||
| 1 | To approve the Annual Report and Accounts | 94,824,757 | 94,824,757 | 100 | 0 | 0.00 | 3,547 |
| 2 | To approve the Directors' Remuneration Report | 94,761,838 | 58,089,029 | 61.30 | 36,672,809 | 38.70 | 66,466 |
| 3 | To declare a final dividend of 1.5 pence per share | 94,824,757 | 94,824,757 | 100 | 0 | 0.00 | 3,547 |
| 4 | To reappoint auditors of the Company | 94,823,757 | 94,817,857 | 99.99 | 6,000 | 0.01 | 4,447 |
| 5 | To approve the auditors' remuneration | 94,824,757 | 94,824,757 | 100 | 0 | 0.00 | 3,547 |
| 6 | To re-elect Louise Jackson as a director of the Company | 94,824,757 | 67,623,191 | 71.31 | 27,201,566 | 28.69 | 3,547 |
| 7 | To re-elect Colin Jones as a director of the Company | 94,824,757 | 94,823,191 | 100 | 1,566 | 0.00 | 3,547 |
| 8 | To re-elect Moray MacLennan as a director of the Company | 94,824,757 | 92,728,137 | 97.79 | 2,096,620 | 2.21 | 3,547 |
| 9 | To re-elect Bruce Marson as a director of the Company | 94,824,757 | 86,665,218 | 91.40 | 8,159,539 | 8.60 | 3,547 |
| 10 | Authority for directors to allot shares | 94,824,757 | 67,618,091 | 71.31 | 27,206,666 | 28.69 | 3,547 |
| 11 | Authority for directors to allot rights issue shares | 94,824,757 | 67,616,257 | 71.31 | 27,208,500 | 28.69 | 3,547 |
| Special Resolutions | |||||||
| 12 | Authority for directors to allot shares on a non-pre-emptive basis (1) | 94,824,757 | 90,694,049 | 95.64 | 4,130,708 | 4.36 | 3,547 |
| 13 | Authority for directors to allot shares on a non-pre-emptive basis (2) | 94,824,757 | 90,694,049 | 95.64 | 4,130,708 | 4.36 | 3,547 |
| 14 | Authority for the Company to purchase up to 10% of its own share capital | 91,714,666 | 91,690,491 | 99.97 | 24,175 | 0.03 | 3,113,638 |
*Includes discretionary votes.
**A vote "Withheld" is not a vote in law and is therefore not counted towards the proportion of votes "For" or "Against" the resolution.
All resolutions presented to shareholders at the Annual General Meeting were passed with the required majority of votes.
However, the Board of M&C Saatchi notes that 20% or more of votes were cast against the Board's recommendation for resolutions 2, 6, 10 and 11. We remain committed to a constructive and positive relationship with our shareholders and as such, will continue to engage actively with our shareholders to understand their views and, where applicable, their reasons for the votes against these resolutions. We value the input and views of all shareholders and will carefully consider all feedback. We will publish an update on that engagement and on any action taken as a result of this within six months of the Annual General Meeting, in accordance with the UK Corporate Governance Code.
The results of the poll will be published on the Company's website https://www.mcsaatchiplc.com/reports-results/2022
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