TIDMFAN
RNS Number : 7368W
Volution Group plc
12 December 2019
Thursday 12 December 2019
Volution Group plc
Results of Annual General Meeting
Volution Group plc (the "Company", LSE: FAN) a leading supplier
of ventilation products to the residential and commercial
construction markets, announces that all resolutions put to the
Annual General Meeting held at 12:00 noon on 12 December 2019 at
Norton Rose Fulbright LLP, 3 More London Riverside, London SE1 2AQ,
were duly passed on a poll. The results of the poll, incorporating
the proxy votes lodged in advance of the meeting, are set out
below.
Resolution FOR (1) AGAINST WITHHELD % OF TOTAL
(2) VOTES IN
FAVOUR
Number % of Number % of Number
of votes votes of votes votes of votes
cast cast
------------ -------- ----------- ------- -----------
Annual Report and
01 Accounts 177,097,686 100.00% 0 0.00% 6,128,400 100.00%
--------------------------- ------------ -------- ----------- ------- ----------- -----------
Directors' Remuneration
02 Report 139,809,720 76.30% 43,416,366 23.70% 0 76.30%
--------------------------- ------------ -------- ----------- ------- ----------- -----------
03 Final Dividend 175,600,511 99.15% 1,497,175 0.85% 6,128,400 99.15%
--------------------------- ------------ -------- ----------- ------- ----------- -----------
Re-elect Peter Hill,
04 CBE 162,616,630 91.82% 14,481,056 8.18% 6,128,400 91.82%
--------------------------- ------------ -------- ----------- ------- ----------- -----------
05 Re-elect Ronnie George 177,097,686 100.00% 0 0.00% 6,128,400 100.00%
--------------------------- ------------ -------- ----------- ------- ----------- -----------
06 Re-elect Paul Hollingworth 171,764,643 96.99% 5,333,043 3.01% 6,128,400 96.99%
--------------------------- ------------ -------- ----------- ------- ----------- -----------
07 Re-elect Amanda Mellor 171,761,643 96.99% 5,333,043 3.01% 6,131,400 96.99%
--------------------------- ------------ -------- ----------- ------- ----------- -----------
Re-elect Tony Reading,
08 MBE 167,772,158 94.73% 9,325,528 5.27% 6,128,400 94.73%
--------------------------- ------------ -------- ----------- ------- ----------- -----------
09 Re-elect Claire Tiney 171,761,643 96.99% 5,336,043 3.01% 6,128,400 96.99%
--------------------------- ------------ -------- ----------- ------- ----------- -----------
10 Elect Andy O'Brien 177,097,686 100.00% 0 0.00% 6,128,400 100.00%
--------------------------- ------------ -------- ----------- ------- ----------- -----------
11 Re-appoint auditor 168,684,546 99.99% 19,454 0.01% 14,522,086 99.99%
--------------------------- ------------ -------- ----------- ------- ----------- -----------
12 Remuneration of auditor 177,096,638 100.00% 0 0.00% 6,129,448 100.00%
--------------------------- ------------ -------- ----------- ------- ----------- -----------
Authority to incur
13 political donations 163,291,173 92.20% 13,805,465 7.80% 6,129,448 92.20%
--------------------------- ------------ -------- ----------- ------- ----------- -----------
Authority to allot
14 shares 161,744,951 91.33% 15,352,735 8.67% 6,128,400 91.33%
--------------------------- ------------ -------- ----------- ------- ----------- -----------
15 Authority to disapply
(3) pre-emption rights 166,877,242 94.23% 10,220,444 5.77% 6,128,400 94.23%
--------------------------- ------------ -------- ----------- ------- ----------- -----------
Authority to call
a general meeting
16 on 14 clear days'
(3) notice 167,820,889 94.76% 9,276,797 5.24% 6,128,400 94.76%
--------------------------- ------------ -------- ----------- ------- ----------- -----------
Notes:
1. Any proxy appointments giving discretion to the Chairman of
the Meeting have been included in the "For" totals above.
2. A vote "Withheld" is not a vote in law and is not counted in
the calculation of the votes "For" or "Against" a resolution.
3. Indicates Special Resolutions requiring a 75% majority to be passed.
4. The Company's total ordinary shares in issue as at 12
December 2019, was 200,000,000 ordinary shares of 1 pence each, of
which 2,113,021 ordinary shares are held as Treasury Shares.
Therefore the total voting rights are 197,886,979 ordinary shares
(ordinary shareholders are entitled to one vote per ordinary share
held).
5. The proxy votes received, including votes withheld, amount to
92.6% of the total voting rights.
The Board notes that all but one of the resolutions were passed
with a majority of over 90%, although there was a significant
minority vote against the approval of the Directors' Remuneration
Report (23.7%).
Prior to the AGM, ISS recommended that shareholders vote against
the approval of the Directors' Remuneration Report due to the
notice period given to the former CFO, Ian Dew, not being in-line
with their policy guidelines. The notice period was in-line with
his contract and Volution did explain the rationale behind the
decision to ISS, a decision which the Board believed was taken in
the best interests of shareholders and stakeholders as a whole.
However, the explanation did not result in a change to the
recommendation made by ISS.
The majority of our shareholders, including the Company's major
shareholders, were supportive in their vote and the Board and the
Remuneration Committee will continue to engage with shareholders
going forward to fully understand their perspectives to help shape
the new Remuneration Policy which will be submitted for approval to
shareholders at the AGM 2020.
The Company intends to post a copy of this Update Statement on
the public register maintained by the Investment Association. In
line with the provisions of the 2018 UK Corporate Governance Code,
we will also provide an update no later than in six months'
time.
In accordance with Listing Rule 9.6.2, copies of the resolutions
passed (other than those concerning ordinary business) will shortly
be submitted to the National Storage Mechanism and will be
available for inspection at www.morningstar.co.uk/uk/NSM
The Notice of Annual General Meeting 2019 together with the
Annual Report and Accounts 2019 can be found on the Company's
website at:
http://www.volutiongroupplc.com/investors/reports-results-and-presentations
- ends -
Enquiries:
Volution Group plc
Michael Anscombe, Company Secretary +44 (0) 1293 441662
Legal Entity Identifier: 213800EPT84EQCDHO768
Notes to Editors:
Volution Group plc (LSE: FAN) is a leading supplier of
ventilation products to the residential and commercial construction
markets in the UK, the Nordics, Central Europe and Australasia.
The Volution Group operates through two divisions: the
Ventilation Group and the OEM (Torin-Sifan) division. The
Ventilation Group comprises 15 key brands - Vent-Axia, Manrose,
Diffusion, National Ventilation, Airtech, Breathing Buildings,
Fresh, PAX, VoltAir, Kair, Air Connection, inVENTer, Ventilair,
Simx and Ventair, focused primarily on the UK, the Nordic, Central
European and Australasian ventilation markets. The Ventilation
Group principally supplies ventilation products for residential and
commercial ventilation applications. The OEM (Torin-Sifan) division
supplies motors, fans and blowers to OEMs of heating and
ventilation products for both residential and commercial
construction applications in Europe. For more information, please
go to: www.volutiongroupplc.com
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END
RAGUUUNRKVAUAAA
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