DIPLOMA PLC
12 CHARTERHOUSE SQUARE, LONDON EC1M 6AX
TELEPHONE: +44 (0)20 7549 5700
FACSIMILE: +44 (0)20 7549 5715
FOR IMMEDIATE RELEASE
20 JANUARY 2021
RESULT OF ANNUAL GENERAL MEETING ("AGM")
All of the resolutions put to shareholders at the AGM of Diploma PLC ("Diploma" or the "Company"") held today, were passed by poll votes. The full text of each resolution is contained in the Notice of Annual General Meeting, which is available on the Company's website. The results of the AGM have now been published on the Company's website at https://www.diplomaplc.com/investors/agm/
As advised in the circular distributed to shareholders, Charles Packshaw, a non-executive Director of the Company, did not stand for re-election at the AGM and retired from the Board of Directors following the conclusion of the AGM.
The results of the poll incorporating proxy votes lodged in advance of the meeting are set out below (rounded to 2 decimal places).
Summary of Votes Cast
| Resolution | Description | For | % | Against | % |
| Withheld |
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| 1 | REPORT AND ACCOUNT | 102,483,612 | 99.61 | 403,596 | 0.39 |
| 381,384 |
|
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| 2 | FINAL DIVIDEND OF 30P | 103,257,297 | 100.00 | 128 | 0.00 |
| 11,168 |
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| 3 | RE-ELECT JE NICHOLAS | 94,832,637 | 92.15 | 8,074,262 | 7.85 |
| 361,693 |
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| 4 | RE-ELECT JD THOMSON | 102,692,270 | 99.46 | 562,505 | 0.54 |
| 13,818 |
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| 5 | ELECT B GIBBES | 102,368,032 | 99.14 | 886,743 | 0.86 |
| 13,818 |
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| 6 | RE-ELECT AP SMITH | 92,957,425 | 90.46 | 9,799,358 | 9.54 |
| 511,809 |
|
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| 7 | RE-ELECT A THORBURN | 96,524,568 | 93.75 | 6,432,590 | 6.25 |
| 311,435 |
|
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| 8 | ELECT G HUSE | 102,482,460 | 99.25 | 772,315 | 0.75 |
| 13,818 |
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| 9 | RE-APPOINT AUDITOR | 103,251,691 | 100.00 | 3,142 | 0.00 |
| 13,760 |
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| 10 | REMUNERATION OF AUDITORS | 103,251,841 | 100.00 | 2,992 | 0.00 |
| 13,760 |
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| 11 | REMUNERATION REPORT | 55,418,505 | 54.33 | 46,588,460 | 45.67 |
| 1,261,627 |
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|
|
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| 12 | AUTHORITY TO ALLOT SHARES | 89,089,451 | 86.81 | 13,533,381 | 13.19 |
| 645,761 |
|
|
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| 13 (SR) | DISAPPLICATION OF PRE-EMPTION RIGHTS | 103,236,855 | 99.99 | 12,680 | 0.01 |
| 19,058 |
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| 14 (SR) | FURTHER DISAPPLICATION OF PRE-EMPTION RIGHTS | 102,981,961 | 99.74 | 268,454 | 0.26 |
| 18,177 |
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| 15 (SR) | AUTHORITY TO MAKE MARKET PURCHASES OF ORDINARY SHARES | 102,882,512 | 99.79 | 219,298 | 0.21 |
| 166,782 |
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| 16 (SR) | AMENDMENT OF ARTICLES OF ASSOCIATION OF THE COMPANY | 103,238,931 | 100.00 | 4,176 | 0.00 |
| 25,486 |
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| 17(SR) | SHORTER NOTICE PERIOD FOR GENERAL MEETINGS | 98,526,037 | 95.42 | 4,728,900 | 4.58 |
| 13,656 |
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The Board acknowledge the concerns that some shareholders have expressed in respect of Resolution 11 (the advisory resolution on the Remuneration Report). The Remuneration Committee will continue to engage with shareholders to fully understand their concerns and will consider the full range of feedback. Diploma will publish an update on this engagement, in accordance with the UK Corporate Governance Code, within six months of the AGM.
Notes:
1. A total of 103,257,425 votes were validly cast.
2. The Company's Issued Share Capital ("ISC") is 124,563,515 ordinary shares of 5p each and the proportion of the ISC represented by those votes validly cast is 82.90%.
3. A vote withheld is not a vote in law and is not counted.
4. In accordance with Listing Rule 9.6.1, a copy of the resolutions, other than those concerning ordinary business has been submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
J Morrison
Group Company Secretary
Diploma PLC
For further information, please contact:
| Diploma PLC - | +44 (0)20 7549 5700 |
| John Morrison, Group Company Secretary |
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