TIDMHGG

RNS Number : 6074C

Henderson Group plc

02 May 2012

Results of the Annual General Meeting held on 2 May 2012

2 May 2012

Henderson Group plc reports that the resolutions contained in the Notice of Annual General Meeting (dated 8 March 2012 and lodged with the ASX and the National Storage Mechanism: www.hemscott.com/nsm.do on 21 March 2012) were each passed by the requisite majority of shareholders.

Resolutions 1 to 15 were each decided on a show of hands at the meeting. Resolutions 16 to 18 were each decided on a poll.

No resolutions were amended or withdrawn. The full text of each resolution is contained in the Notice of Annual General Meeting. Capitalised terms used below have the same meaning as in the Notice of Annual General Meeting.

Henderson Group plc

47 Esplanade,

Jersey JE1 0BD

Registered in Jersey No. 101484

ABN 67 133 992 766

Resolution 1: Directors' Report and Accounts

It was resolved, as an ordinary resolution, to receive the Directors' Report and Accounts.

 
                                For   Against   Votes withheld*       Proxy's              Total 
                                                                   Discretion         (excluding 
                                                                                 votes withheld) 
---------------------  ------------  --------  ----------------  ------------  ----------------- 
 Total number 
  of proxy 
  votes exercisable 
  by all proxies 
  validly appointed:    778,426,183    49,251           250,095    10,261,909        788,737,343 
---------------------  ------------  --------  ----------------  ------------  ----------------- 
 

Resolution 2: Report on Directors' Remuneration

It was resolved, as an ordinary resolution, to approve the Report on Directors' Remuneration.

 
                                For       Against   Votes withheld*       Proxy's              Total 
                                                                       Discretion         (excluding 
                                                                                     votes withheld) 
---------------------  ------------  ------------  ----------------  ------------  ----------------- 
 Total number 
  of proxy 
  votes exercisable 
  by all proxies 
  validly appointed:    619,363,085   132,280,147        26,913,964    10,262,217        761,905,449 
---------------------  ------------  ------------  ----------------  ------------  ----------------- 
 

Resolution 3: Dividend

It was resolved, as an ordinary resolution, to declare a final dividend of 5.05 pence per share.

 
                                For   Against   Votes withheld*       Proxy's              Total 
                                                                   Discretion         (excluding 
                                                                                 votes withheld) 
---------------------  ------------  --------  ----------------  ------------  ----------------- 
 Total number 
  of proxy 
  votes exercisable 
  by all proxies 
  validly appointed:    778,334,201   191,966           235,331    10,261,580        788,787,747 
---------------------  ------------  --------  ----------------  ------------  ----------------- 
 

Resolution 4

It was resolved, as an ordinary resolution, to reappoint Mr J N B Darkins as a Director of the Company.

 
                                For     Against   Votes withheld*       Proxy's              Total 
                                                                     Discretion         (excluding 
                                                                                   votes withheld) 
---------------------  ------------  ----------  ----------------  ------------  ----------------- 
 Total number 
  of proxy 
  votes exercisable 
  by all proxies 
  validly appointed:    774,325,516   3,892,702           338,401    10,263,698        788,481,916 
---------------------  ------------  ----------  ----------------  ------------  ----------------- 
 

Resolution 5

It was resolved, as an ordinary resolution, to reappoint Mr K C Dolan as a Director of the Company.

 
                                For     Against   Votes withheld*       Proxy's              Total 
                                                                     Discretion         (excluding 
                                                                                   votes withheld) 
---------------------  ------------  ----------  ----------------  ------------  ----------------- 
 Total number 
  of proxy 
  votes exercisable 
  by all proxies 
  validly appointed:    775,082,585   1,111,486         2,363,318    10,263,698        786,457,769 
---------------------  ------------  ----------  ----------------  ------------  ----------------- 
 

Resolution 6

It was resolved, as an ordinary resolution, to reappoint Mr D G R Ferguson as a Director of the Company.

 
                                For     Against   Votes withheld*       Proxy's              Total 
                                                                     Discretion         (excluding 
                                                                                   votes withheld) 
---------------------  ------------  ----------  ----------------  ------------  ----------------- 
 Total number 
  of proxy 
  votes exercisable 
  by all proxies 
  validly appointed:    777,082,399   1,111,675           363,527    10,263,698        788,457,772 
---------------------  ------------  ----------  ----------------  ------------  ----------------- 
 

Resolution 7

It was resolved, as an ordinary resolution, to reappoint Mr A J Formica as a Director of the Company.

 
                                For     Against   Votes withheld*       Proxy's              Total 
                                                                     Discretion         (excluding 
                                                                                   votes withheld) 
---------------------  ------------  ----------  ----------------  ------------  ----------------- 
 Total number 
  of proxy 
  votes exercisable 
  by all proxies 
  validly appointed:    776,930,461   1,333,143           291,967    10,264,126        788,527,730 
---------------------  ------------  ----------  ----------------  ------------  ----------------- 
 

Resolution 8

It was resolved, as an ordinary resolution, to reappoint Mrs S J Garrood as a Director of the Company.

 
                                For     Against   Votes withheld*       Proxy's              Total 
                                                                     Discretion         (excluding 
                                                                                   votes withheld) 
---------------------  ------------  ----------  ----------------  ------------  ----------------- 
 Total number 
  of proxy 
  votes exercisable 
  by all proxies 
  validly appointed:    776,933,924   1,336,616           285,051    10,264,342        788,534,882 
---------------------  ------------  ----------  ----------------  ------------  ----------------- 
 

Resolution 9

It was resolved, as an ordinary resolution, to reappoint Mr T F How as a Director of the Company.

 
                                For     Against   Votes withheld*       Proxy's              Total 
                                                                     Discretion         (excluding 
                                                                                   votes withheld) 
---------------------  ------------  ----------  ----------------  ------------  ----------------- 
 Total number 
  of proxy 
  votes exercisable 
  by all proxies 
  validly appointed:    775,058,576   1,135,954         2,361,153    10,264,634        786,459,164 
---------------------  ------------  ----------  ----------------  ------------  ----------------- 
 

Resolution 10

It was resolved, as an ordinary resolution, to reappoint Mr D J Jacob as a Director of the Company.

 
                                For     Against   Votes withheld*       Proxy's              Total 
                                                                     Discretion         (excluding 
                                                                                   votes withheld) 
---------------------  ------------  ----------  ----------------  ------------  ----------------- 
 Total number 
  of proxy 
  votes exercisable 
  by all proxies 
  validly appointed:    774,609,177   3,820,027           292,388    10,262,762        788,691,966 
---------------------  ------------  ----------  ----------------  ------------  ----------------- 
 

Resolution 11

It was resolved, as an ordinary resolution, to reappoint Mr R C H Jeens as a Director of the Company.

 
                                For     Against   Votes withheld*       Proxy's              Total 
                                                                     Discretion         (excluding 
                                                                                   votes withheld) 
---------------------  ------------  ----------  ----------------  ------------  ----------------- 
 Total number 
  of proxy 
  votes exercisable 
  by all proxies 
  validly appointed:    777,065,594   1,100,602           363,132    10,264,542        788,430,738 
---------------------  ------------  ----------  ----------------  ------------  ----------------- 
 

Resolution 12

It was resolved, as an ordinary resolution, to reappoint Mr R L Pennant-Rea as a Director of the Company.

 
                                For     Against   Votes withheld*       Proxy's              Total 
                                                                     Discretion         (excluding 
                                                                                   votes withheld) 
---------------------  ------------  ----------  ----------------  ------------  ----------------- 
 Total number 
  of proxy 
  votes exercisable 
  by all proxies 
  validly appointed:    777,016,857   1,174,624           335,490    10,266,899        788,458,380 
---------------------  ------------  ----------  ----------------  ------------  ----------------- 
 

Resolution 13: Reappointment of the Auditors

It was resolved, as an ordinary resolution, to reappoint Ernst & Young LLP as Auditors to the Company.

 
                                For   Against   Votes withheld*       Proxy's              Total 
                                                                   Discretion         (excluding 
                                                                                 votes withheld) 
---------------------  ------------  --------  ----------------  ------------  ----------------- 
 Total number 
  of proxy 
  votes exercisable 
  by all proxies 
  validly appointed:    778,001,949   263,854           260,054    10,269,069        788,534,872 
---------------------  ------------  --------  ----------------  ------------  ----------------- 
 

Resolution 14: Remuneration of the Auditors

It was resolved, as an ordinary resolution, to authorise the Directors to agree the remuneration of the Auditors.

 
                                For   Against   Votes withheld*       Proxy's              Total 
                                                                   Discretion         (excluding 
                                                                                 votes withheld) 
---------------------  ------------  --------  ----------------  ------------  ----------------- 
 Total number 
  of proxy 
  votes exercisable 
  by all proxies 
  validly appointed:    777,568,746   633,513           309,377    10,275,124        788,477,383 
---------------------  ------------  --------  ----------------  ------------  ----------------- 
 

Resolution 15: Authority to allot shares

It was resolved, as an ordinary resolution, to give limited authority to the Directors to allot shares.

 
                                For     Against   Votes withheld*       Proxy's              Total 
                                                                     Discretion         (excluding 
                                                                                   votes withheld) 
---------------------  ------------  ----------  ----------------  ------------  ----------------- 
 Total number 
  of proxy 
  votes exercisable 
  by all proxies 
  validly appointed:    775,155,440   1,799,786         1,568,746    10,277,544        787,232,770 
---------------------  ------------  ----------  ----------------  ------------  ----------------- 
 

Resolution 16: Limited disapplication of pre-emption rights

It was resolved, as a resolution required under the Articles of Association, to disapply pre-emption rights to a limited extent.

 
                                For   Against   Votes withheld*       Proxy's              Total 
                                                                   Discretion         (excluding 
                                                                                 votes withheld) 
---------------------  ------------  --------  ----------------  ------------  ----------------- 
 Total number 
  of proxy 
  votes exercisable 
  by all proxies 
  validly appointed:    776,713,538   369,359         1,448,474    10,268,078        787,350,975 
---------------------  ------------  --------  ----------------  ------------  ----------------- 
 Total number 
  of votes 
  cast on the 
  poll:                 786,803,133   368,989         1,448,474           n/a        787,172,122 
---------------------  ------------  --------  ----------------  ------------  ----------------- 
 

Resolution 17: Authority to purchase own shares

It was resolved, as a special resolution, to authorise the Company to purchase its own shares.

 
                                For   Against   Votes withheld*       Proxy's              Total 
                                                                   Discretion         (excluding 
                                                                                 votes withheld) 
---------------------  ------------  --------  ----------------  ------------  ----------------- 
 Total number 
  of proxy 
  votes exercisable 
  by all proxies 
  validly appointed:    776,686,265   140,595         1,876,392    10,263,148        787,090,008 
---------------------  ------------  --------  ----------------  ------------  ----------------- 
 Total number 
  of votes 
  cast on the 
  poll:                 786,774,612   140,225         1,876,392           n/a        786,914,837 
---------------------  ------------  --------  ----------------  ------------  ----------------- 
 

Resolution 18: Contingent Purchase Contract

It was resolved, as a special resolution, to authorise the Company to enter into a Contingent Purchase Contract.

 
                                For   Against   Votes withheld*       Proxy's              Total 
                                                                   Discretion         (excluding 
                                                                                 votes withheld) 
---------------------  ------------  --------  ----------------  ------------  ----------------- 
 Total number 
  of proxy 
  votes exercisable 
  by all proxies 
  validly appointed:    775,450,856   314,759         2,931,327    10,266,761        786,032,376 
---------------------  ------------  --------  ----------------  ------------  ----------------- 
 Total number 
  of votes 
  cast on the 
  poll:                 785,540,139   314,389         2,931,327           n/a        785,854,528 
---------------------  ------------  --------  ----------------  ------------  ----------------- 
 

* A 'vote withheld' is not a vote in law. These were not counted in the calculation of the proportion of the votes for and against each of the resolutions.

For further information

www.henderson.com or

Investor enquiries

 
 Mav Wynn                          +44 (0) 20 7818 5135 or 
  Head of Investor Relations        +44 (0) 20 7818 5310 
                                    mav.wynn@henderson.com or 
                                    investor.relations@henderson.com 
 Bojana Flint, Deputy Head on      +44 (0) 20 7818 6117 
  Investor Relations                bojana.flint@henderson.com 
 
  Media enquiries 
 United Kingdom - Maitland         Australia - Cannings 
  Peter Ogden / Rebecca Mitchell    Luis Garcia 
 +44 (0)20 7379 5151               +61 (0)2 8284 9911 
 

This information is provided by RNS

The company news service from the London Stock Exchange

END

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