21 May 2024
Judges Scientific plc
(the "Group" or "Judges")
Result of Annual General Meeting and General Meeting
Judges Scientific (AIM: JDG), a group focused on acquiring and developing companies in the scientific instrument sector, announces that, at the Annual General Meeting ("AGM") held earlier today, all of the resolutions put to shareholders were duly passed. In addition, at the General Meeting held immediately after the AGM, all of the resolutions put to shareholders were duly passed.
The votes received at the AGM are detailed below:
| Resolution | Votes for | % | Discretion | % | Votes against | % | Votes withheld |
| Resolution 1 (Ordinary) To receive and, if approved, adopt the audited financial statements of the Company for the year ended 31 December 2023 and the reports of the Directors and auditor thereon. | 3,175,302 | 99.37 | 19,890 | 0.62 | 16 | 0.01 | 3,035 |
| Resolution 2 (Ordinary) To approve both the Remuneration Policy and the Remuneration Report (other than the part containing the Remuneration Policy) as respectively set out in the Annual Report and Accounts 2023. | 3,067,573 | 95.93 | 19,890 | 0.62 | 110,354 | 3.45 | 426 |
| Resolution 3 (Ordinary) To re-appoint Susan Nyman, who was appointed by the Board on 21 November 2023, as a Director. | 3,130,448 | 97.88 | 19,890 | 0.62 | 47,840 | 1.5 | 65 |
| Resolution 4 (Ordinary) To re-appoint Hon. Alexander Hambro, who retires by rotation, as a Director. | 2,895,942 | 90.55 | 19,890 | 0.62 | 282,374 | 8.83 | 37 |
| Resolution 5 (Ordinary) To re-appoint Bradley Ormsby, who retires by rotation, as a Director. | 3,064,925 | 95.83 | 19,890 | 0.62 | 113,404 | 3.55 | 24 |
| Resolution 6 (Ordinary) To re-appoint Mark Lavelle, who retires by rotation, as a Director. | 3,031,351 | 94.78 | 19,890 | 0.62 | 146,978 | 4.6 | 24 |
| Resolution 7 (Ordinary) To re-appoint Lushani Kodituwakku, who retires by rotation, as a Director. | 3,105,732 | 97.11 | 19,890 | 0.62 | 72,556 | 2.27 | 65 |
| Resolution 8 (Ordinary) To approve a final dividend of 68.0p per Ordinary share. | 3,177,889 | 99.37 | 19,890 | 0.62 | 459 | 0.01 | 5 |
| Resolution 9 (Ordinary) To approve the re-appointment of BDO UK LLP as auditor to hold office formally from the conclusion of this meeting until the conclusion of the next | 3,178,053 | 99.37 | 19,890 | 0.62 | 222 | 0.01 | 78 |
| Resolution 10 (Special) To authorise the directors to allot relevant securities | 3,169,725 | 99.12 | 19,890 | 0.62 | 8,185 | 0.26 | 443 |
| Resolution 11 (Special) To disapply pre-emption rights | 2,781,412 | 86.98 | 19,890 | 0.62 | 396,464 | 12.4 | 477 |
| Resolution 12 (Special) To resolve that the company be and is unconditionally authorised to make market purchases | 3,106,989 | 99.28 | 19,890 | 0.64 | 2,385 | 0.08 | 68,979 |
The votes received at the General Meeting are detailed below:
| Resolution | Votes for | % | Discretion | % | Votes against | % | Votes withheld |
| Resolution 1 (Special) THAT article 21 of the Company's articles of association (the Articles) shall be deleted and replaced by inserting a new article 21 | 2,626,744 | 99.98 | 40 | 0.01 | 43 | 0.01 | 584 |
| Resolution 2 (Special) THAT article 22.5(a) of the Articles shall be amended to delete the words "by rotation or otherwise". | 2,626,757 | 99.98 | 40 | 0.01 | 30 | 0.01 | 584 |
| Resolution 3 (Special) THAT article 26.2 of the Articles shall be amended to delete the words "by rotation" | 2,626,394 | 99.98 | 40 | 0.01 | 43 | 0.01 | 934 |
| Resolution 4 (Ordinary) To re-appoint David Cicurel, who retires annually, as a Director. | 2,535,410 | 96.51 | 40 | 0.01 | 91,436 | 3.48 | 525 |
| Resolution 5 (Ordinary) To re-appoint Tim Prestidge, who retires annually, as a Director. | 2,532,678 | 96.41 | 40 | 0.01 | 94,168 | 3.58 | 525 |
| Resolution 6 (Ordinary) To re-appoint Ralph Elman, who retires annually, as a Director. | 1,483,520 | 56.47 | 40 | 0.01 | 1,143,326 | 43.52 | 525 |
| Resolution 7 (Ordinary) To re-appoint Charles Holroyd, who retires annually, as a Director. | 2,412,756 | 96.03 | 40 | 0.01 | 99,542 | 3.96 | 115,073 |
The Board notes that more than 20% of shareholders voted against resolution six at the General Meeting. The Board intends to consult with shareholders to understand their views.
Details of the votes cast on all resolutions will also be available on the Company's website: www.judges.uk.com.
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For further information please contact:
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| Judges Scientific plc David Cicurel, CEO Brad Ormsby, CFO Tel: +44 (0) 20 3829 6970
| Shore Capital (Nominated Adviser & Joint Broker) Stephane Auton Harry Davies-Ball Tel: +44 (0) 20 7408 4090
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| Liberum (Joint Broker) Edward Mansfield Nikhil Varghese Tel : +44 (0) 20 3100 2222
| Investec Bank plc (Joint Broker) Virginia Bull Carlton Nelson Tel: +44 (0) 207 597 4000 | | |
| Alma (Financial Public Relations) Sam Modlin Rebecca Sanders-Hewett Joe Pederzolli Tel: +44 (0) 20 3405 0205 judges@almastrategic.com
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Notes to editors:
Judges Scientific plc (AIM: JDG), is a group focused on acquiring and developing companies in the scientific instrument sector. The Group now consists of 23 businesses acquired since 2005.
The acquired companies are primarily UK-based with products sold worldwide to a diverse range of markets including: higher education institutions, scientific research facilities, manufacturers and regulatory authorities. The UK is a recognised centre of excellence for scientific instruments. The Group has received five Queen's Awards for innovation and export.
The Group's companies predominantly operate in global niche markets, with long term growth fundamentals and resilient margins.
Judges Scientific maintains a policy of selectively acquiring businesses that generate sustainable profits and cash. Shareholder returns are created through the reduction of debt, organic growth and dividends.
For further information, please visit www.judges.uk.com
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