TIDMJUP
RNS Number : 9944Y
Jupiter Fund Management PLC
10 May 2023
10 May 2023
Jupiter Fund Management plc (the "Company")
Results of the Annual General Meeting
The Board announces that at the Annual General Meeting ("AGM")
of the Company held today, 10 May 2023, at The Zig Zag Building, 70
Victoria Street, London SW1E 6SQ, all of the resolutions put before
the meeting were passed by the requisite majorities, with the
exception of Special Resolutions 16 and 17.
The results of the AGM resolutions, all decided by way of poll,
are set out below.
Resolutions For % of Against % of Total Votes
total total votes withheld*
votes votes
for against
1. To receive
the report of
the Directors
and the Accounts
of the Company
for the year ended
31 December 2023 410,383,086 100.00% 9,818 0.00% 410,392,904 276,610
------------ -------- --------- ------------
2. To approve
the Annual Remuneration
Report for the
year ended 31
December 2023 286,592,282 93.21% 20,883,408 6.79% 307,475,690 103,193,824
------------ -------- --------- ------------
3. To approve
a final dividend
of 0.5 pence for
the year ended
31 December 2022 410,613,356 100.00% 18,296 0.00% 410,631,652 37,862
------------ -------- --------- ------------
4. To elect Matthew
Beesley as a Director 409,144,050 99.65% 1,420,468 0.35% 410,564,518 104,996
------------ -------- --------- ------------
5. To re-elect
David Cruickshank
as a Director 406,724,447 99.06% 3,839,835 0.94% 410,564,282 105,232
------------ -------- --------- ------------
6. To re-elect
Wayne Mepham as
a Director 408,799,223 99.57% 1,765,060 0.43% 410,564,283 105,231
------------ -------- --------- ------------
7. To re-elect
Dale Murray as
a Director 303,237,629 73.86% 107,326,623 26.14% 410,564,252 105,262
------------ -------- --------- ------------
8. To re-elect
Suzy Neubert as
a Director 406,731,294 99.07% 3,832,989 0.93% 410,564,283 105,231
------------ -------- --------- ------------
10. To re-elect
Karl Sternberg
as a Director 393,181,477 95.77% 17,382,805 4.23% 410,564,282 105,232
------------ -------- --------- ------------
11. To re-elect
Roger Yates as
a Director 393,278,413 95.83% 17,132,781 4.17% 410,411,194 258,320
------------ -------- --------- ------------
12. To appoint
Ernst & Young
LLP as the Company's
auditors 409,206,280 99.65% 1,425,372 0.35% 410,631,652 37,862
------------ -------- --------- ------------
13. To authorise
the Audit and
Risk Committee
to set the remuneration
of the auditor 410,567,039 99.98% 69,141 0.02% 410,636,180 33,334
------------ -------- --------- ------------
14. To authorise
the Directors
to allot shares
in the Company 305,998,525 74.52% 104,628,227 25.48% 410,626,752 42,762
------------ -------- --------- ------------
15. To authorise
political donations
and political
expenditure 306,723,417 99.74% 786,969 0.26% 307,510,386 103,159,128
------------ -------- --------- ------------
16. To authorise
the Directors
to disapply pre-emption
rights 289,638,236 70.54% 120,977,066 29.46% 410,615,302 54,212
------------ -------- --------- ------------
17. To authorise
the Company to
purchase its own
shares 306,087,781 74.55% 104,478,308 25.45% 410,566,089 103,426
------------ -------- --------- ------------
18. To approve
general meetings
(other than annual
general meetings)
of the Company
being called on
14 clear days'
notice 405,844,829 98.83% 4,786,823 1.17% 410,631,652 37,862
------------ -------- --------- ------------
*Please note that 'vote withheld' is not a vote under English
law and is not counted in the calculation of votes 'for' or
'against' a resolution, or in the 'votes cast as a percentage of
issued share capital'.
The Board notes that while most resolutions were passed with
majorities well in excess of the minimum required, resolution 16
(to authorise the Directors to disapply pre-emption rights) and
resolution 17 (to authorise the Company to purchase its own
shares), both special resolutions requiring the support of 75% of
those voting, received votes slightly below this threshold
(receiving 70.54% votes in favour and 74.55% vote in favour
respectively).
The Board also notes that resolution 7 and resolution 14, whilst
receiving the requisite level of votes to pass, received a
significant proportion of votes against.
Following the outcome of today's vote, we will continue to
engage with shareholders in relation to these matters and provide
appropriate updates in due course, in-line with the requirements of
the UK Corporate Governance Code.
In terms of resolution 16, we note that the authority requested
was in line with the threshold contained in the Pre-emption Group's
2015 Statement of Principles and standard market practice seen in
the UK in previous years. The Board was disappointed with this
outcome, particularly as it had taken the view that it would be
appropriate to continue to apply the lower limit of 5%, rather than
seeking the higher limit of 10% as set out in the revised statement
of principles and template resolutions published by the Pre-Emption
Group in November 2022, and given that it had also expressly
confirmed that it would follow the shareholder protections set out
in such revised statement of principles. The Company currently has
no plans to issue shares on a non-pre-emptive basis as contemplated
by the proposed resolution.
Whilst we believe that the authority sought under resolution 17
was in the best interest of the Company and are disappointed that
it has not been passed in order to support our intention to
supplement ordinary dividends with further share repurchases, the
Board will continue to manage capital in accordance with our
capital allocation policy, and to ensure that our returns to
shareholders are made on a clear, repeatable and sustainable basis.
This means that the share repurchase programme, in the amount of
GBP16m, which was previously announced on 24 February 2023 will not
proceed and we will continue to engage with shareholders and
provide a further update to shareholders on this matter at our
interim results in July.
The issued share capital of the Company comprises 544,979,510
shares and votes cast as a percentage of the issued share capital
amounted to 75.35%. Resolution 18 was passed as a special
resolution.
The Company has sent copies of the resolutions passed at the
AGM, other than those concerning ordinary business, to the FCA's
National Storage Mechanism and they are available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
The results of the AGM will be available shortly on the
Company's website at
https://www.jupiteram.com/investor-relations/
For further information please contact:
Investors Media
Jupiter Lisa Daniels Despina Constantinides
+44 (0)20 3817 1664 +44 (0)20 3817 1278
Powerscourt Justin Griffiths
+44 (0)20 7250 1446
Jupiter Fund Management plc
LEI Number: 5493003DJ1G01IMQ7S28
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END
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