TIDMCTEC
RNS Number : 5704Y
ConvaTec Group PLC
09 May 2019
ConvaTec Group Plc
Results of Annual General Meeting
Reading, United Kingdom 9 May 2019 - Poll Result
ConvaTec Group Plc ("ConvaTec"), a leading global medical
products and technologies company, held its annual general meeting
today. The results of the poll held in relation to the resolutions
proposed at the meeting are set out below.
Resolution Votes % Votes Against % % of Votes
For Votes Total ISC Voted Withheld
1. Receive Annual
Reports and
Accounts 1,575,538,540 100.00 2,829 0.00 1,575,541,369 80.13% 543,903
-------------- ------- -------------- ------ -------------- ----------- ------------
2. Approve the
Directors' Remuneration
Report 969,813,968 61.55 605,893,489 38.45 1,575,707,457 80.14% 377,814
-------------- ------- -------------- ------ -------------- ----------- ------------
3. Approve Final
Dividend 1,576,084,188 100.00 0 0.00 1,576,084,188 80.16% 1,084
-------------- ------- -------------- ------ -------------- ----------- ------------
4. Re-elect
Rick Anderson
as a director 1,573,217,469 99.83 2,728,480 0.17 1,575,945,949 80.15% 139,323
-------------- ------- -------------- ------ -------------- ----------- ------------
5. Re-elect
Frank Schulkes
as a director 1,572,958,293 99.81 2,987,656 0.19 1,575,945,949 80.15% 139,323
-------------- ------- -------------- ------ -------------- ----------- ------------
6. Re-elect
Jesper Ovesen
as a director 1,449,805,632 92.00 126,138,817 8.00 1,575,944,449 80.15% 140,823
-------------- ------- -------------- ------ -------------- ----------- ------------
7. Re-elect
Ros Rivaz as
a director 1,438,203,922 91.28 137,371,231 8.72 1,575,575,153 80.13% 510,119
-------------- ------- -------------- ------ -------------- ----------- ------------
8. Re-elect
Regina Benjamin
as a director 1,574,381,440 99.90 1,564,509 0.10 1,575,945,949 80.15% 139,323
-------------- ------- -------------- ------ -------------- ----------- ------------
9. Re-elect
Margaret Ewing
as a director 1,574,012,144 99.88 1,933,805 0.12 1,575,945,949 80.15% 139,323
-------------- ------- -------------- ------ -------------- ----------- ------------
10. Elect Sten
Scheibye as
a director 1,573,315,958 99.83 2,628,491 0.17 1,575,944,449 80.15% 140,823
-------------- ------- -------------- ------ -------------- ----------- ------------
11. Re-appoint
Deloitte LLP
as auditors 1,576,075,654 100.00 7,835 0.00 1,576,083,489 80.16% 1,783
-------------- ------- -------------- ------ -------------- ----------- ------------
12. Authorise
the Directors
to agree the
auditors' remuneration 1,575,937,624 100.00 7,835 0.00 1,575,945,459 80.15% 139,813
-------------- ------- -------------- ------ -------------- ----------- ------------
13. Authorise
allotment of
shares 1,547,503,417 98.34 26,073,883 1.66 1,573,577,300 80.03% 2,507,972
-------------- ------- -------------- ------ -------------- ----------- ------------
14. Renew the
Scrip Dividend
Scheme. 1,553,044,306 98.56 22,671,144 1.44 1,575,715,450 80.14% 369,822
-------------- ------- -------------- ------ -------------- ----------- ------------
15. Disapply
pre-emption
rights* 1,537,679,127 97.59 38,030,923 2.41 1,575,710,050 80.14% 375,222
-------------- ------- -------------- ------ -------------- ----------- ------------
16. Disapply
pre-emption
rights in connection
with an acquisition
or specified
capital investment* 1,485,134,202 94.37 88,580,827 5.63 1,573,715,029 80.04% 2,370,242
-------------- ------- -------------- ------ -------------- ----------- ------------
17. Authorise
purchase of
own shares* 1,575,202,274 99.97 524,653 0.03 1,575,726,927 80.14% 358,344
-------------- ------- -------------- ------ -------------- ----------- ------------
18. Authorise
political donations
and political
expenditure 1,552,199,261 98.77 19,375,261 1.23 1,571,574,522 79.93% 4,510,750
-------------- ------- -------------- ------ -------------- ----------- ------------
19. Call general
meetings on
14 days' notice* 1,529,148,452 97.30 42,426,837 2.70 1,571,575,289 79.93% 4,509,983
-------------- ------- -------------- ------ -------------- ----------- ------------
*Special Resolution
NOTES:
1. All resolutions were passed.
2. Votes "For" and "Against" are expressed as a percentage of votes received.
3. A "Vote withheld" is not a vote in law and is not counted in
the calculation of the votes "For" or "Against" a resolution.
4. Total number of shares in issue at close of business on 8 May
2019 was 1,966,155,724 shares. 80.16% of capital was voted.
5. Computershare acted as scrutineer of the poll on all resolutions.
In accordance with Listing Rule 9.6.2, copies of the resolutions
that do not constitute ordinary business that were passed at the
annual general meeting have been submitted to the National Storage
Mechanism and will be available for inspection at
www.morningstar.co.uk/uk/NSM.
AGM - Resolution Two
The Board of ConvaTec is pleased to have received shareholder
approval for all resolutions proposed at the AGM today. Naturally,
the Board is disappointed with the lower level of support for the
Directors' Remuneration Report for the year ending 31 December
2018. 38.45% shareholders voted against the resolution to approve
the Remuneration Report, 61.55% voted in favour and 377,814 votes
abstained. We have engaged in a dialogue with a number of
shareholders and proxy advisors to discuss their questions and
concerns.
In line with the Companies Act, ConvaTec will put a new
Remuneration Policy to shareholders at the Company's next AGM, in
May 2020. The new Policy will be designed under our new
Remuneration Committee Chair, and ConvaTec will undertake a
comprehensive consultation with shareholders to ensure that their
views are understood and taken into consideration by the
Remuneration Committee in its review of, and any proposed
amendments to, the current Remuneration Policy.
Committee Changes
The Company is pleased to announce that Margaret Ewing,
Non-Executive Director has been appointed Chair of the Nomination
Committee and member of the Remuneration Committee, effective
immediately. Rick Anderson, Executive Chairman, has been appointed
Chair of the Corporate Responsibility Committee and member of the
Nomination Committee, effective immediately. These changes follow
the retirement of Sir Christopher Gent, at the AGM earlier today
and as previously announced on 25 March 2019. This statement is
made in accordance with Listing Rule 9.6.11.
About ConvaTec
ConvaTec is a global medical products and technologies company
focused on therapies for the management of chronic conditions, with
leading market positions in advanced wound care, ostomy care,
continence and critical care, and infusion devices. ConvaTec's
products provide a range of clinical and economic benefits
including infection prevention, protection of at-risk skin,
improved patient outcomes and reduced total cost of care. To learn
more about ConvaTec, please visit www.convatecgroup.com where a
copy of this announcement can also be found.
Enquiries
Analysts and Investors
John Crosse, VP Investor Relations, ConvaTec +44 (0)7500 141 435
Mark Reynolds, Director Investor Relations, ConvaTec +44 (0) 7551 036 625
investorrelations@convatec.com
Media
Bobby Leach, VP Group Corporate Affairs, ConvaTec +44 (0)7770 842 226
Alastair Elwen, Finsbury +44 (0)207 251 3801
LEI: 213800LS272L4FIDOH92
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RAGUKUVRKRAVRAR
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May 09, 2019 11:30 ET (15:30 GMT)
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