7 May 2024
JUST GROUP PLC
(the "Company")
RESULTS OF ANNUAL GENERAL MEETING HELD ON 7 MAY 2024
At the Annual General Meeting ("AGM") of the members of the Company convened earlier today at 1 Angel Lane, London, EC4R 3AB, all resolutions proposed were duly passed with majorities as set out below. All resolutions were taken on a poll.
| RESOLUTIONS: (*Special Resolution) | For | Against | Total Votes Cast | % of Issued Share Capital Voted | Votes Withheld | |||
| No. of Votes | % of Votes | No. of Votes | % of Votes Cast | |||||
| 1. | To receive the audited accounts of the Company together with the Strategic Report, Directors' Report and the Auditor's Report for the financial year ended 31 December 2023 | 860,454,658 | 100.00 | 42,700 | 0.00 | 860,497,358 | 82.84 | 3,042,074 |
| 2. | To approve the Directors' Remuneration Report for the year ended 31 December 2023 | 841,209,063 | 97.42 | 22,281,164 | 2.58 | 863,490,227 | 83.13 | 49,205 |
| 3. | To declare a final dividend of 1.50 pence per ordinary share in respect of the year ended 31 December 2023, payable on 15 May 2024 to shareholders named on the register of members at the close of business on 12 April 2024, provided that the Board may cancel the dividend at any time prior to payment, if it considers it necessary to do so for regulatory capital purposes | 863,489,666 | 100.00 | 4,101 | 0.00 | 863,493,767 | 83.13 | 45,665 |
| 4. | To elect James Brown as a Director of the Company | 863,433,762 | 99.99 | 49,487 | 0.01 | 863,483,249 | 83.13 | 56,183 |
| 5. | To elect Mark Godson as a Director of the Company | 862,334,029 | 99.87 | 1,156,139 | 0.13 | 863,490,168 | 83.13 | 49,264 |
| 6. | To re-elect Michelle Cracknell as a Director of the Company | 854,951,433 | 99.01 | 8,538,735 | 0.99 | 863,490,168 | 83.13 | 49,264 |
| 7. | To re-elect John Hastings-Bass as a Director of the Company | 852,238,485 | 98.70 | 11,250,196 | 1.30 | 863,488,681 | 83.13 | 50,751 |
| 8. | To re-elect Mary Kerrigan as a Director of the Company | 862,792,926 | 99.92 | 690,323 | 0.08 | 863,483,249 | 83.13 | 56,183 |
| 9. | To re-elect Mary Phibbs as a Director of the Company | 854,850,055 | 99.00 | 8,633,194 | 1.00 | 863,483,249 | 83.13 | 56,183 |
| 10. | To re-elect David Richardson as a Director of the Company | 863,384,657 | 99.99 | 105,511 | 0.01 | 863,490,168 | 83.13 | 49,264 |
| 11. | To re-elect Kalpana Shah as a Director of the Company | 863,327,791 | 99.98 | 149,804 | 0.02 | 863,477,595 | 83.13 | 61,837 |
| 12. | To re-appoint PricewaterhouseCoopers LLP as the Company's Auditor | 850,649,534 | 98.51 | 12,832,328 | 1.49 | 863,481,862 | 83.13 | 57,570 |
| 13. | To authorise the Group Audit Committee to determine the remuneration of the Company's Auditor | 863,433,508 | 99.99 | 44,213 | 0.01 | 863,477,721 | 83.13 | 61,711 |
| 14. | To authorise the Company to make political donations | 860,587,587 | 99.66 | 2,904,370 | 0.34 | 863,491,957 | 83.13 | 47,475 |
| 15. | To authorise the Directors to allot shares. | 858,862,522 | 99.46 | 4,627,946 | 0.54 | 863,490,468 | 83.13 | 48,964 |
| 16. | To grant the Directors general authority to disapply pre-emption rights* | 840,779,915 | 97.57 | 20,953,634 | 2.43 | 861,733,549 | 82.96 | 1,805,883 |
| 17. | To grant the Directors additional authority to disapply pre-emption rights (acquisitions / capital investments)* | 782,229,427 | 90.59 | 81,209,122 | 9.41 | 863,438,549 | 83.13 | 100,883 |
| 18. | To authorise the Company to purchase its own shares* | 849,324,268 | 98.52 | 12,799,731 | 1.48 | 862,123,999 | 83.00 | 1,415,433 |
| 19. | To authorise the Directors to allot shares in relation to contingent convertible securities | 849,488,632 | 98.38 | 13,996,836 | 1.62 | 863,485,468 | 83.13 | 53,964 |
| 20. | To disapply pre-emption rights in relation to contingent convertible securities* | 848,812,978 | 98.30 | 14,672,254 | 1.70 | 863,485,232 | 83.13 | 54,200 |
| 21. | To authorise the Directors to convene a general meeting on not less than 14 clear days' notice* | 854,891,233 | 99.00 | 8,599,235 | 1.00 | 863,490,468 | 83.13 | 48,964 |
Full details of the resolutions passed, together with explanatory notes, are set out in the Notice of Annual General Meeting dated 26 March 2024, which is available at https://www.justgroupplc.co.uk/about-us/governance.
Notes:
1) The votes "For" and "Against" are expressed as a percentage of the votes cast.
2) Votes "For" include discretionary votes.
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 shares in issue on 2 May 2024 was 1,038,702,932 ordinary shares of 10 pence each, which was the total number of shares entitling the holders to attend and vote for or against all the resolutions at the AGM. In accordance with the Company's Articles of Association, on a poll every member present in person or by proxy has one vote for every share held.
In accordance with Listing Rule 9.6.2, copies of all resolutions, other than those concerning ordinary business passed at the AGM, will shortly be available for inspection on the FCA's National Storage Mechanism, at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
| Enquiries
General Simon Watson, Group Company Secretary Telephone: +44 (0) 20 7444 8400
Investors / Analysts Alistair Smith, Investor Relations Telephone: +44 (0) 1737 232 792 alistair.smith@wearejust.co.uk
Paul Kelly, Investor Relations Telephone: +44 (0) 20 7444 8127 paul.kelly@wearejust.co.uk
|
Media Stephen Lowe, Group Communications Director Telephone: +44 (0) 1737 827 301 press.office@wearejust.co.uk
Temple Bar Advisory Alex Child-Villiers William Barker Telephone: +44 (0) 20 7183 1190 |
A copy of this announcement will be available on the Group's website www.justgroupplc.co.uk.
JUST GROUP PLC
Enterprise House
Bancroft Road
Reigate
RH2 7RP
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.