10-11 CHARTERHOUSE SQUARE, LONDON EC1M 6EE
TELEPHONE: +44 (0)20 7549 5700
FACSIMILE: +44 (0)20 7549 5715
FOR IMMEDIATE RELEASE
17 JANUARY 2024
RESULT OF ANNUAL GENERAL MEETING ("AGM")
All of the resolutions put to shareholders at the AGM of Diploma PLC ("Diploma" or the "Company"") held today, were passed by poll votes. The full text of each resolution is contained in the Notice of Annual General Meeting, which is available on the Company's website. The results of the AGM have now been published on the Company's website at https://www.diplomaplc.com/investors/shareholder-centre/
The results of the poll incorporating proxy votes lodged in advance of the meeting are set out below (rounded to 2 decimal places).
Summary of Votes Cast
| Resolution | Description | For | % | Against | % |
| Withheld |
| | | | | | | | |
| 1 | REPORT AND ACCOUNTS |
109,791,268
|
99.86% |
149,897 |
0.14% | |
191,241 |
| 2 | FINAL DIVIDEND OF 40.0p |
110,106,900 |
99.98% |
25,203 |
0.02% | |
303 |
| 3 | RE-ELECT D.LOWDEN |
89,602,546
|
82.43% |
19,100,237 |
17.57% | |
1,429,623 |
| 4 | RE-ELECT JD THOMSON |
110,120,595 |
99.99% |
8,089 |
0.01% | |
3,722 |
| 5 | RE-ELECT C.DAVIES |
109,709,969
|
99.62% |
418,746 |
0.38% | |
3,691 |
| 6 | RE-ELECT AP SMITH |
106,711,904
|
97.29% |
2,972,248 |
2.71% | |
448,254 |
| 7 | RE-ELECT A.THORBURN |
105,164,360 |
95.49% |
4,964,322 |
4.51% | |
3,724 |
| 8 | ELECT J.WARD |
109,948,013
|
99.84% |
180,671 |
0.16% | |
3,722 |
| 9 | RE-ELECT G.HUSE |
107,384,550 |
97.51% |
2,743,763 |
2.49% | |
4,093 |
| 10 | RE-ELECT D.FINCH |
107,482,864
|
97.60% |
2,645,074 |
2.40% | |
4,468 |
| 11 | RE-APPOINT AUDITOR |
109,948,957
|
99.84% |
176,199 |
0.16% | |
7,250 |
| 12 | REMUNERATION OF AUDITORS |
110,123,824 |
100.00% |
4,447 |
0.00% | |
4,135 |
| 13 | REMUNERATION REPORT |
103,761,729
|
94.22% |
6,365,795 |
5.78% | |
4,882 |
| 14 | AUTHORITY TO ALLOT SHARES |
104,873,867
|
95.23% |
5,254,954 |
4.77% | |
3,585 |
| 15 (SR) | DISAPPLICATION OF PRE-EMPTION RIGHTS |
108,953,871
|
99.20% |
874,159 |
0.80% | |
304,376 |
| 16 (SR) | FURTHER DISAPPLICATION OF PRE-EMPTION RIGHTS
|
108,007,226
|
98.34% |
1,820,704 |
1.66% | |
304,476 |
| 17 (SR) | AUTHORITY TO MAKE MARKET PURCHASES OF ORDINARY SHARES |
109,513,523
|
99.85% |
159,814 |
0.15% | |
459,069 |
| 18 (SR) | DIVIDEND RATIFICATION |
109,919,065
|
100.00% |
3,397 |
0.00% | |
36,697 |
| 19 (SR) | CALL GENERAL MEETINGS |
105,602,091
|
95.89% |
4,524,593 |
4.11% | |
5,722 |
Notes:
1. A total of 110,123,824 votes were validly cast.
2. The Company's Issued Share Capital ("ISC") is 134,091,975 ordinary shares of 5p each and the proportion of the ISC represented by those votes validly cast is 82.13%.
3. A vote withheld is not a vote in law and is not counted.
In relation to Resolution 18, HMRC has confirmed that, as set out in Schedule 1 of the Notice of Annual General Meeting:
a. the full amount of the FY21 Interim Dividend will continue to be treated as a distribution for UK tax purposes, meaning such amount is deemed to have been paid for UK tax purposes as at the date of payment on 16 June 2021; and
b. the proposed release of claims against shareholders who were recipients of the Relevant Dividend (the "Recipient Shareholders") will not impact the tax treatment of the distribution for Recipient Shareholders who are UK tax resident.
If any UK resident shareholder has any doubts about his or her tax position, he or she should consult with an independent professional advisor.
In accordance with Listing Rule 9.6.1, a copy of the resolutions, other than those concerning ordinary business has been submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
Terms used but not defined in this announcement have the meaning set out in the Notice of Annual General Meeting.
J Morrison
Group General Counsel & Company Secretary
Diploma PLC
For further information, please contact:
| Diploma PLC - | +44 (0)20 7549 5700 |
| John Morrison, Group General Counsel & Company Secretary |
|
| | |
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