21 February 2024
Carr's Group plc
("Carr's", the "Company", or the "Group")
Result of Annual General Meeting 2024
Carr's (CARR.L), the Agriculture and Engineering Group, confirms that the Annual General Meeting of the Company ("AGM") was held at 10.00am (GMT) yesterday, 20 February 2024. At the Meeting, the ordinary and special resolutions set out in the Notice of the Annual General Meeting dated 10 January 2024 were proposed and voted on by way of a poll. All of the proposed resolutions, with the exception of resolution 17 and resolution 18, were passed.
Full details of the poll results are set out below.
| Issued share capital: | 94,312,563 ordinary shares |
| Resolution | Number of votes for | % of votes for | Number of votes against | % of votes against | Total votes cast | % of issued share capital | Votes withheld* |
| 1. Approve Annual Report and Accounts | 41,446,990 | 99.98 | 7,086 | 0.02 | 41,454,076 | 43.95% | 11,799 |
| 2. Approve final dividend | 41,413,889 | 99.98 | 7,086 | 0.02 | 41,420,975 | 43.92% | 44,900 |
| 3. Re-elect Tim Jones | 41,264,064 | 99.70 | 125,020 | 0.30 | 41,389,084 | 43.89% | 31,891 |
| 4. Re-elect David White | 41,349,040 | 99.81 | 79,926 | 0.19 | 41,428,966 | 43.93% | 36,909 |
| 5. Elect Martin Rowland | 41,288,486 | 99.69 | 128,498 | 0.31 | 41,416,984 | 43.91% | 48,891 |
| 6. Re-elect Ian Wood | 41,299,501 | 99.68 | 134,483 | 0.32 | 41,433,984 | 43.93% | 31,891 |
| 7. Re-elect Shelagh Hancock | 41,292,348 | 99.65 | 143,425 | 0.35 | 41,435,773 | 43.93% | 30,102 |
| 8. Re-elect Stuart Lorimer | 41,194,526 | 99.53 | 196,347 | 0.47 | 41,390,873 | 43.89% | 30,102 |
| 9. Elect Gillian Watson | 41,242,687 | 99.56 | 183,798 | 0.44 | 41,426,485 | 43.92% | 39,390 |
| 10. Re-appoint Grant Thornton UK LLP as Auditor | 41,216,039 | 99.50 | 207,770 | 0.50 | 41,423,809 | 43.92% | 42,066 |
| 11. Authorise remuneration of Auditor | 41,323,065 | 99.71 | 121,342 | 0.29 | 41,444,407 | 43.94% | 21,468 |
| 12. Approve Remuneration Report | 41,015,388 | 99.24 | 312,648 | 0.76 | 41,328,036 | 43.82% | 137,839 |
| 13. Approve Remuneration Policy | 40,933,387 | 99.11 | 366,531 | 0.89 | 41,299,918 | 43.79% | 165,957 |
| 14. Authorise allotment of shares | 41,263,487 | 99.66 | 138,782 | 0.34 | 41,402,269 | 43.90% | 63,606 |
| 15. Disapply pre-emption (general) | 41,088,619 | 99.25 | 310,855 | 0.75 | 41,399,474 | 43.90% | 66,401 |
| 16. Disapply pre-emption (investments) | 41,054,930 | 99.20 | 332,820 | 0.80 | 41,387,750 | 43.88% | 78,125 |
| 17. Authorise the Company to purchase its own shares | 23,213,640 | 56.00 | 18,237,879 | 44.00 | 41,451,519 | 43.95% | 14,356 |
| 18. Meetings on not less than 14 clear days' notice | 23,084,635 | 55.69 | 18,366,737 | 44.31 | 41,451,372 | 43.95% | 14,503 |
*A "Vote withheld" is not a vote in law and is not counted in the calculation of the percentage of shares voted "For" or "Against" any resolution.
The Board notes the level of votes cast against resolutions 17 and 18, relating to the authority for the Company to purchase own shares (resolution 17), and the authority to call a general meeting (other than an AGM) on not less than 14 clear days' notice (resolution 18). Resolutions 17 and 18 were special resolutions which required at least 75% of the votes cast to be in favour of the resolutions. The Company will engage with shareholders to fully understand the reasons for this and provide an update within six months of the AGM as required by the Corporate Governance Code 2018.
The Board is always open to constructive dialogue with shareholders and is grateful to all those who took the time to consider and vote on the resolutions proposed.
In accordance with Listing Rule 9.6.2R of the UK Financial Conduct Authority (FCA), a copy of the resolutions passed as Special Business at the AGM have been submitted to the UK Listing Authority and will be available for public inspection at the National Storage Mechanism (NSM) https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Enquiries:
| Carr's Group plc | Tel: +44 (0) 1228 554 600 |
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