Tuesday, 10 September 2024
Trifast plc
(Trifast or Company)
RESULTS OF VOTING AT THE ANNUAL GENERAL MEETING (AGM)
Trifast announces that at today's AGM, all resolutions put to the Meeting and contained in the Notice of Meeting (NOM) dated 31 July 2024 were duly passed.
The result of the Poll is set out below:
| RESOLUTIONS | Votes for inc. discretion | % For | Votes against | % against | Total votes cast | % of Issued share capital | Votes withheld |
| ORDINARY RESOLUTIONS | |||||||
| Resolution 1 To consider the Company's Annual Report and Financial Statements and the reports of the Directors and Auditors for the year ended 31 March 2024. |
104,182,329 |
99.99 |
13,671 |
0.01 |
104,196,000 |
76.55 |
0 |
| Resolution 2 To receive and approve the Directors' Remuneration Report contained in the Annual Report. |
104,033,571 |
99.86 |
148,239 |
0.14 |
104,181,810 |
76.54 |
14,190 |
| Resolution 3 To receive and approve the Directors' Remuneration Policy contained in the Annual Report. |
95,724,721 |
91.88 |
8,462,058 |
8.12 |
104,186,779 |
76.54 |
9,221 |
| Resolution 4 To declare a final dividend of 1.20p per ordinary share. | 104,193,733 |
100.00 |
2,267 |
0.00 |
104,196,000 |
76.55 |
0.00 |
| Resolution 5 To re-elect Clive Watson as a Director. |
102,249,322 |
98.17 |
1,903,678 |
1.83 |
104,153,000 |
76.52 |
43,000 |
| Resolution 6 To re-elect Louis Eperjesi as a Director. |
102,356,569 |
98.28
|
1,796,431 |
1.72 |
104,153,000 |
76.52 |
43,000 |
| Resolution 7 To elect Serena Lang as a Director and Chair. |
101,197,222 |
97.12 |
2,997,986 |
2.88 |
104,195,208 |
76.55 |
792 |
| Resolution 8 To elect Iain Percival as a Director. |
104,140,537 |
99.95 |
54,671 |
0.05 |
104,195,208 |
76.55 |
792 |
| Resolution 9 To elect Laura Whyte as a Director. |
104,136,763 |
99.94 |
58,445 |
0.06 |
104,195,208 |
76.55 |
792 |
| Resolution 10 To elect Nicholas Mills as a Director. |
103,022,413 |
98.91 |
1,131,795 |
1.09 |
104,154,208 |
76.52 |
41,792 |
| Resolution 11 To appoint BDO LLP as auditor of the Company. |
104,085,206 |
99.92 |
84,726 |
0.08 |
104,169,932 |
76.53 |
26,068 |
| Resolution 12 To authorise the Directors to fix the remuneration of the auditor. |
104,171,914 |
99.99 |
14,234 |
0.01 |
104,186,148 |
76.54 |
9,852 |
| Resolution 13 To allow the Directors authority to allot shares. |
86,211,299 |
82.74 |
17,983,023 |
17.26 |
104,194,322 |
76.55 |
1,678 |
| SPECIAL RESOLUTIONS | |||||||
| Resolution 14 To allow the Directors authority for disapplication of pre-emption rights. |
86,165,559 |
82.70 |
18,030,441 |
17.30 |
104,196,000 |
76.55 |
0 |
| Resolution 15 In addition to the authority granted in resolution 14, the authority and power conferred on the Directors to allot equity securities or to sell treasury shares. |
86,150,824 |
82.69 |
18,034,384 |
17.31 |
104,185,208 |
76.54 |
10,792 |
| Resolution 16 To authorise unconditionally the Company to make market purchases of its own shares. |
104,143,292 |
99.96 |
41,939 |
0.04 |
104,185,231 |
76.54 |
10,769 |
| Resolution 17 That a general meeting other than an Annual General Meeting may be called on not less than 14 clear days' notice. |
104,009,750 |
99.82 |
186,250 |
0.18 |
104,196,000 |
76.55 |
0 |
| ORDINARY RESOLUTIONS | |||||||
| Resolution 18 To approve the Trifast plc Executive Turnaround Plan (Turnaround Plan) |
96,158,193 |
92.31 |
8,012,641 |
7.69 |
104,170,834 |
76.53 |
25,166 |
| Resolution 19 To approve the Trifast plc Equity Incentive Plan (EIP) |
86,036,062 |
82.60 |
18,128,030 |
17.40 |
104,164,092 |
76.53 |
31,908 |
| Resolution 20 To approve the Trifast plc Save as You Earn Plan 2024 (SAYE) |
104,087,251 |
99.92 |
80,175 |
0.08 |
104,167,426 |
76.53 |
28,574 |
Notes:
The AGM was compliant with legal requirements for the AGM in accordance with the Company's Articles of Association.
The 'for' vote includes those giving discretion to the Chair. A vote withheld is not a vote in law and is not counted in the calculation of the votes for or against a resolution. At 31 July 2024, there were 136,114,675 Trifast plc ordinary shares of 5p each in issue (ISC). Ordinary shareholders are entitled to one vote per share held.
As detailed in the NOM dated 31 July 2024, shareholders were able to submit questions regarding the business prior to the Meeting via the Company Secretariat Office. No questions relating to the Resolutions were submitted ahead of the AGM by shareholders.
During the AGM, questions were put to the Board from the room and via the viewing platform Investor Meet Company (IMC). These are contained within the recording of the event. Post the meeting, further questions were received, and responses to these have also been added to the Q&A section on the Company's IMC portal. This event will be uploaded to the Company website in due course.
The 2024 Annual Report and Financial Statements together with ancillary documents are available to view and download from the Company's website. In accordance with Listing Rule 9.6.1,these will also be submitted to the FCA document viewing facility: https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
In accordance with Listing Rule 9.6.2R, a copy of the resolutions passed as Special Business at the AGM will also be submitted to the document viewing facility at https://data.fca.org.uk/#/nsm/nationalstoragemechanism. This information can also be found on the Company's website at Trifast plc | Shareholder meetings (trfastenings.com).
Total Voting Rights
For the purposes of the Financial Conduct Authority's ("FCA") Disclosure and Transparency Rules, the total number of ordinary shares of 5p each of the Company ("Ordinary Shares") in issue as at today's date, is 136,114,675 Ordinary Shares. The Company does not hold any Ordinary Shares in Treasury. Therefore, the total number of Ordinary Shares carrying voting rights in the Company is 136,114,675. Shareholders may use this figure as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company, under the FCA's Disclosure and Transparency Rules.
Dividend
Following approval by shareholders, a final dividend of 1.20p will be paid on 11 October 2024 to Members on the register at the close of business on 13 September 2024. The ordinary shares will become ex-dividend on 12 September 2024.
Enquiries to
Christopher Morgan, Company Secretary
Trifast plc
Office: +44 (0) 1825 747630
Email: Companysecretariat@trifast.com
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