Luceco plc
(the "Company")
14 May 2024
Annual General Meeting ("AGM") Results
The Company announces that at its Annual General Meeting held on 14 May 2024 at the offices of Numis at 45 Gresham St, London EC2V 7BF each of the resolutions set out in the Notice of Annual General Meeting were voted by way of a poll. The results of the poll for each resolution were as follows:
| No. | Resolution
| For | Against
| Votes Withheld | Total issued share capital voted | ||
| Number of shares | % | Number of shares | % | Number of shares | % | ||
| 1 | To receive the Annual Report and Accounts | 116,219,569 | 100.00% | 3,859 | 0.00% | 428,264 | 72.28% |
| 2 | To declare a final dividend of 3.2 pence per ordinary share | 116,649,238 | 100.00% | 0 | 0.00% | 2,454 | 72.54% |
| 3 | To approve the Directors' Remuneration Report | 116,155,961 | 99.63% | 435,119 | 0.37% | 60,612 | 72.51% |
| 4 | To re-elect Giles Brand | 111,788,868 | 95.83% | 4,858,869 | 4.17% | 3,954 | 72.54% |
| 5 | To re-elect Caroline Brown as a Director | 116,165,723 | 99.64% | 421,057 | 0.36% | 64,912 | 72.50% |
| 6 | To re-elect John Hornby | 116,522,160 | 99.93% | 77,760 | 0.07% | 51,772 | 72.51% |
| 7 | To re-elect Will Hoy | 116,501,083 | 99.92% | 90,497 | 0.08% | 60,112 | 72.51% |
| 8 | To re-elect Tim Surridge | 116,513,820 | 99.93% | 77,760 | 0.07% | 60,112 | 72.51% |
| 9 | To re-elect Pim Vervaat | 116,134,063 | 99.61% | 457,517 | 0.39% | 60,112 | 72.51% |
| 10 | To re-elect Julia Hendrickson | 116,582,561 | 99.99% | 9,019 | 0.01% | 60,112 | 72.51% |
| 11 | To re-appoint KPMG LLP | 116,160,425 | 99.63% | 429,695 | 0.37% | 61,572 | 72.51% |
| 12 | To authorise the Audit Committee to determine the Auditor's remuneration | 116,591,901 | 100.00% | 4,219 | 0.00% | 55,572 | 72.51% |
| 13 | To make political donations and incur political expenditure | 115,270,256 | 99.22% | 903,994 | 0.78% | 477,442 | 72.25% |
| 14 | Authority to allot shares | 116,505,705 | 99.92% | 95,355 | 0.08% | 50,632 | 72.51% |
| 15* | Authority to disapply pre-emption rights | 116,084,836 | 99.56% | 516,584 | 0.44% | 50,272 | 72.51% |
| 16* | Authority to disapply pre-emption rights in limited circumstances | 116,040,592 | 99.52% | 560,828 | 0.48% | 50,272 | 72.51% |
| 17* | Authority for the Company to purchase its own shares | 116,216,624 | 99.63% | 432,614 | 0.37% | 2,454 | 72.54% |
| 18* | Authority to call general meetings (other than AGMs) on 14 clear days' notice | 115,180,518 | 98.75% | 1,462,719 | 1.25% | 8,454 | 72.54% |
| * special resolution | |||||||
| Independent Issued Share Capital: 86,608,203 | |||||||
| No. | Resolution
| For | Against
| Votes Withheld | Total issued share capital instructed | ||
| Number of shares | % | Number of shares | % | Number of shares | % | ||
| 5* | To re-elect Caroline Brown as a Director | 47,634,544 | 99.12% | 421,057 | 0.88% | 64,912 | 29.89% |
| 8* | To re-elect Tim Surridge | 47,982,641 | 99.84% | 77,760 | 0.16% | 60,112 | 29.89% |
| 9* | To re-elect Pim Vervaat | 47,602,884 | 99.05% | 457,517 | 0.95% | 60,112 | 29.89% |
| 10* | To re-elect Julia Hendrickson as a Director | 48,051,382 | 99.98% | 9,019 | 0.02% | 60,112 | 29.89% |
| *independent resolution | |||||||
For the purposes of the FCA Listing Rules, the concert parties known as the:
1. "Hornby Group", comprising John Hornby, the Company's Chief Executive Officer, certain members of his family and an investment vehicle associated with John Hornby and his family, which has an aggregate interest in the Company's shares carrying voting rights of approximately 18.13%; and
2. "Epic Group", comprising ESO Investments 2 Limited and Giles Brand, which has an aggregate interest in the Company's shares carrying voting rights of approximately 28%,
("Controlling Shareholders")
(for further details see the announcement released on 22 January 2024), are controlling (non-independent shareholders) of the Company as a result of holding 29,160,618 and 45,031,179 shares respectively in the Company.
Each resolution to re-elect independent non-executive directors (resolutions 5, 8, 9 and 10) have under Listing Rule 9.2.2E been approved by a majority of the votes cast by: (i) the shareholders of the Company as a whole; and (ii) the independent shareholders of the Company, that is, all the shareholders entitled to vote on each resolution excluding the Controlling Shareholders.
| NOTES: | |
| |
| 1. | All Resolutions were passed. |
| |
| 2. | Proxy appointments which gave discretion to the Chairman of the AGM have been included in the "For" total for the appropriate resolution. |
| |
| 3. | Votes "For" and "Against" any resolution are expressed as a percentage of votes validly cast for that resolution. |
| |
| 4. | A "Vote withheld" is not a vote in law and is not counted in the calculation of the percentage of shares voted "For" or "Against" any resolution nor in the calculation of the proportion of "Total issued share capital instructed" for any resolution. |
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| 5. | The number of shares in issue at close of business on 14 May 2024 was 160,800,000 (the "Share Capital") and at that time, the Company did not hold any shares in treasury. |
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| 6. | The proportion of "Total issued share capital instructed" for any resolution is the total of votes validly cast for that resolution (i.e. the total votes "For" and "Against" that resolution) expressed as a percentage of the Share Capital. |
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| 7. | The full text of the resolutions passed at the AGM can be found in the Notice of Annual General Meeting which is available on the Company's website at www.lucecoplc.com |
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| 8. | A copy of resolutions 15-18 passed at the AGM will shortly be submitted to the National Storage Mechanism and will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism. |
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| 9. | These poll results will be available shortly on the Company's website at www.lucecoplc.com |
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| For further information please contact: | | ||
| Luceco plc Will Hoy, Chief Financial Officer | via the Company Secretary, Link Company Matters 033 3300 1950
| ||
| Link Company Matters Michael Conway Paris Condon
| 033 3300 1950
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