Grafton Group plc (the “Company”) held its Annual General Meeting (“AGM”) on 4 May 2023 during which all ordinary and special resolutions were duly passed.
All resolutions, as set out in the Notice of AGM, were voted on by way of a poll and the results were as follows:
| RESOLUTION | FOR | % | AGAINST | % | WITHHELD | |
|---|---|---|---|---|---|---|
| 1 | To receive and consider the financial statements for the year ended 31 December 2022. | 135,480,445 | 99.10 | 1,226,228 | 0.90 | 152,492 |
| 2 | To declare and pay a final dividend of 23.75 pence per Ordinary Share for the year ended 31 December 2022. | 136,855,553 | 100.00 | 2,812 | 0.00 | 800 |
| 3a | To re-elect Paul Hampden Smith as a Director. | 133,342,179 | 97.43 | 3,515,373 | 2.57 | 1,613 |
| 3b | To re-elect Susan Murray as a Director. | 133,294,702 | 97.40 | 3,562,850 | 2.60 | 1,613 |
| 3c | To re-elect Vincent Crowley as a Director. | 133,338,373 | 97.43 | 3,519,179 | 2.57 | 1,613 |
| 3d | To re-elect Rosheen McGuckian as a Director. | 133,340,610 | 97.43 | 3,516,942 | 2.57 | 1,613 |
| 3e | To re-elect Avis Darzins as a Director. | 133,916,166 | 97.85 | 2,941,386 | 2.15 | 1,613 |
| 3f | To re-elect David Arnold as a Director. | 135,039,380 | 98.67 | 1,818,172 | 1.33 | 1,613 |
| 3g | To elect Eric Born as a Director. | 136,698,508 | 99.88 | 159,044 | 0.12 | 1,613 |
| 3h | To re-elect Michael Roney as a Director. | 117,658,694 | 78.97 | 31,340,034 | 21.03 | 1,360,437 |
| 4 | To consider the continuation in office of PricewaterhouseCoopers as Auditors of the Company. | 135,634,215 | 100.00 | 2,160 | 0.00 | 1,222,790 |
| 5 | To authorise the Directors to fix the remuneration of the Auditors for the year ended 31 December 2023. | 136,858,086 | 100.00 | 584 | 0.00 | 495 |
| 6 | To receive and consider the Chair’s Annual Statement and the Annual Report on Remuneration of the Remuneration Committee for the year ended 31 December 2022. | 110,868,940 | 81.01 | 25,989,020 | 18.99 | 1,205 |
| 7 | To receive and consider the 2023 Remuneration Policy. | 133,960,759 | 97.88 | 2,896,246 | 2.12 | 2,160 |
| 8 | To approve the convening of an Extraordinary General Meeting on 14 clear days’ notice. | 133,258,554 | 97.37 | 3,600,116 | 2.63 | 495 |
| 9 | To authorise the Directors to allot relevant securities. | 135,608,948 | 99.09 | 1,245,143 | 0.91 | 5,074 |
| 10 | To authorise the Directors to dis-apply statutory pre-emption rights and allot up to five per cent of the issued ordinary share capital of the Company. | 136,808,890 | 99.97 | 37,799 | 0.03 | 12,476 |
| 11 | To authorise market purchases of the Company’s own shares. | 135,581,724 | 99.09 | 1,240,077 | 0.91 | 37,364 |
| 12 | To determine the price range for the re-issue of treasury shares off-market. | 136,810,732 | 100.00 | 5,907 | 0.00 | 42,526 |
Although 79 per cent of votes cast supported Resolution 3h, we acknowledge that a notable minority of votes cast were against this resolution. The views of all our shareholders are important to us and we will consult with those shareholders who voted against this resolution to understand their specific concerns and publish an update in due course in accordance with the UK Corporate Governance Code.
Notes:
- Votes “For” and “Against” are expressed as a percentage of votes received.
- A vote “Withheld” is not a vote in law and is not counted in the calculation of the votes “For” or “Against” the resolution.
- A total of 136,859,165 votes were validly cast for all resolutions other than Resolution 3h where the number of votes validly cast was 150,359,165.
The full text of these resolutions is set out in the Notice of AGM, which was included in the AGM Circular made available to shareholders on 16 March 2023 and which is available on the Company’s website at: https://www.graftonplc.com/investors/shareholder-services/shareholder-meetings/.
As required by the Listing Rules of the London Stock Exchange, copies of all resolutions other than resolutions concerning ordinary business have been forwarded to the UK’s National Storage Mechanism where they will shortly be available for inspection at