Arrow Global Group PLC Result of AGM

June 4th 2019
Arrow Global Group PLC Result of AGM

TIDMARW

RNS Number : 1447B

Arrow Global Group PLC

04 June 2019

4 June 2019

Arrow Global Group Plc

Result of Voting at 2019 Annual General Meeting

(the "Company")

The Company announces that all resolutions were passed by the requisite majorities on a poll at the Company's Annual General Meeting held on Tuesday, 4 June 2019. The results of the poll, incorporating proxy votes lodged in advance of the meeting, are set below and will be published on the Company's website www.arrowglobalir.net. The full text of the resolutions is set out in the Notice of Meeting dated 22 March 2019, which is also available at www.arrowglobalir.net.

In accordance with Listing Rule 9.6.2, a copy of the resolutions passed as special business (resolutions 12 to 17 inclusive) have been submitted to the National Storage Mechanism and will be available for inspection at www.morningstar.co.uk/uk/NSM.

Resolution           Votes For     % Votes   Votes        % Votes    Total Votes   % of       Votes 
                                     For       Against      Against    Validly       Issued     Withheld 
                                     1                      1          Cast          Share      3 
                                                                                     Capital 
                                                                                     Voted 
                                                                                     1,2 
 1 To receive 
  the annual 
  report and 
  accounts 
  for the 
  year ended 
  31 December 
  2018                150,969,409     99.98       23,778       0.02   150,993,187     85.38%       84,972 
                     ------------  --------  -----------  ---------  ------------  ---------  ----------- 
 2 To approve 
  the directors' 
  remuneration 
  report for 
  the year 
  ended 31 
  December 
  2018 (other 
  than the 
  part containing 
  the directors' 
  remuneration 
  policy)             101,448,634     73.86   35,897,086      26.14   137,345,720     77.66%   13,732,439 
                     ------------  --------  -----------  ---------  ------------  ---------  ----------- 
 3 To declare 
  a final 
  dividend 
  of 8.7p 
  per ordinary 
  share for 
  the year 
  ended 31 
  December 
  2018                151,061,160     99.99       17,000       0.01   151,078,160     85.42%            0 
                     ------------  --------  -----------  ---------  ------------  ---------  ----------- 
 4 To re-elect 
  Jonathan 
  Bloomer 
  as a director       148,157,267     98.07    2,915,892       1.93   151,073,159     85.42%        5,000 
                     ------------  --------  -----------  ---------  ------------  ---------  ----------- 
 5 To re-elect 
  Lee Rochford 
  as a director       151,041,168     99.98       33,492       0.02   151,074,660     85.42%        3,500 
                     ------------  --------  -----------  ---------  ------------  ---------  ----------- 
 6 To re-elect 
  Paul Cooper 
  as a director       151,017,180     99.96       55,980       0.04   151,073,160     85.42%        5,000 
                     ------------  --------  -----------  ---------  ------------  ---------  ----------- 
 7 To re-elect 
  Lan Tu as 
  a director          139,154,525     92.11   11,918,634       7.89   151,073,159     85.42%        5,000 
                     ------------  --------  -----------  ---------  ------------  ---------  ----------- 
 8 To re-elect 
  Maria Luíe;s 
  Albuquerque 
  as a director       151,005,389     99.95       72,771       0.05   151,078,160     85.42%            0 
                     ------------  --------  -----------  ---------  ------------  ---------  ----------- 
 9 To re-elect 
  Andrew Fisher 
  as a director       148,173,524     98.08    2,899,636       1.92   151,073,160     85.42%        5,000 
                     ------------  --------  -----------  ---------  ------------  ---------  ----------- 
 10 To re-appoint 
  KPMG LLP 
  as auditor 
  of the Company      151,034,100     99.97       40,043       0.03   151,074,143     85.42%        4,016 
                     ------------  --------  -----------  ---------  ------------  ---------  ----------- 
 11 To authorise 
  the directors 
  to agree 
  the auditor's 
  remuneration        151,052,936     99.98       23,723       0.02   151,076,659     85.42%        1,500 
                     ------------  --------  -----------  ---------  ------------  ---------  ----------- 
 12 To authorise 
  the Company 
  to make 
  political 
  donations           149,907,929     99.23    1,166,731       0.77   151,074,660     85.42%        3,500 
                     ------------  --------  -----------  ---------  ------------  ---------  ----------- 
 13 To authorise 
  the directors 
  to allot 
  shares up 
  to specific 
  limits              150,330,350     99.51      744,310       0.49   151,074,660     85.42%        3,500 
                     ------------  --------  -----------  ---------  ------------  ---------  ----------- 
 14 To disapply 
  statutory 
  pre-emption 
  rights (up 
  to the customary 
  5% limit) 
  4                   149,938,724     99.25    1,135,936       0.75   151,074,660     85.42%        3,500 
                     ------------  --------  -----------  ---------  ------------  ---------  ----------- 
 15 To disapply 
  statutory 
  pre-emption 
  rights (up 
  to the enhanced 
  5% limit) 
  4                   149,916,310     99.23    1,158,349       0.77   151,074,659     85.42%        3,500 
                     ------------  --------  -----------  ---------  ------------  ---------  ----------- 
 16 To authorise 
  the Company 
  to purchase 
  its own 
  shares 4            151,050,416     99.99       20,440       0.01   151,070,856     85.42%        7,303 
                     ------------  --------  -----------  ---------  ------------  ---------  ----------- 
 17 To authorise 
  a general 
  meeting 
  (other than 
  an annual 
  general 
  meeting) 
  to be held 
  on 14 clear 
  days' notice 
  4                   150,547,053     99.65      531,107       0.35   151,078,160     85.42%            0 
                     ------------  --------  -----------  ---------  ------------  ---------  -----------

Notes:

1.    Percentages are rounded to two decimal places. 
   2.    The number of ordinary shares in issue at 6.00pm on 3 June 2019 was 176,858,244.

3. A vote withheld is not a vote in law and is not counted in the calculation of the percentage votes for or against a resolution.

4.    Special resolution requiring a 75% majority.

Statement from the Company:

In relation to the advisory vote on Resolution 2, the Board recognises that, while the majority of our shareholders were supportive, a number of our shareholders opposed the resolution.

We are naturally disappointed that we didn't receive a higher level of support. The views of all shareholders are very important to us and we have a regular dialogue with our shareholders throughout the year. We did consult with our largest institutional shareholders and investor bodies (ISS and IA) on the proposed changes to the long term performance measures and our proposed approach to executive pay for 2019; however, it is clear that for a number of shareholders some concerns remained. The Remuneration Committee will continue to engage constructively with shareholders over the coming months to fully understand the rationale for the voting outcome on this resolution. In conjunction with this, the Committee will also review the disclosures in our Remuneration Report and some detail elements of our compensation structure during the year.

In accordance with the UK Corporate Governance Code, we will publish an update on that engagement within six months of the AGM. We expect to seek shareholder approval for a new Directors' Remuneration Policy at our AGM in 2021 in line with the normal cycle for renewal.

ENQUIRIES

Stewart Hamilton (Company Secretary) +44 (0) 161 242 5861

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June 04, 2019 13:13 ET (17:13 GMT)