27 May 2021
JTC PLC
(the "Company" and together with its subsidiaries "JTC" or the "Group")
Poll results of 2021 Annual General Meeting
JTC is pleased to announce the voting results of the Annual General Meeting of the Company's shareholders held on Wednesday, 26 May 2021 (the "AGM").
All resolutions as set out in the Notice of the AGM were passed with the requisite majority by means of a poll. Resolutions 1 to 14 were each passed as an Ordinary Resolution (requiring a simple majority for them to be passed) and resolutions 15 to 17 were each passed as a Special Resolution (requiring at least a 75% majority for them to be passed).
1. Poll Results
The results of the poll, incorporating proxy votes lodged in advance of the meeting, are set out below:
|
Resolutions | FOR | AGAINST |
TOTAL VOTES CAST
| Votes withheld | ||
| No. of votes | % | No. of votes | % | No. of votes | No. of votes | |
| Resolution 1 To receive the annual accounts of the Company for the financial year ended 31 December 2020, together with the reports of the Directors and the Auditor. | 115,674,507 | 99.99 | 7,795 | 0.01 | 115,682,302 | 1 |
| Resolution 2 To approve the Directors' Remuneration Report. | 109,000,690 | 94.22 | 6,681,612 | 5.78 | 115,682,302 | 1 |
| Resolution 3 To approve the amendment to the rules of the JTC Plc Employee Incentive Plan.
| 115,671,049 | 99.99 | 11,253 | 0.01 | 115,682,302 | 1 |
| Resolution 4 To approve a final dividend of 4.35 pence per Ordinary Share.
| 115,682,303 | 100.00 | 0 | 0.00 | 115,682,303 | 0 |
| Resolution 5 To re-appoint PricewaterhouseCoopers CI LLP as external auditor of the Company.
| 115,587,675 | 99.92 | 94,627 | 0.08 | 115,682,302 | 1 |
| Resolution 6 To authorise the Audit Committee to determine the remuneration of the external auditor. | 115,595,470 | 99.92 | 86,832 | 0.08 | 115,682,302 | 1 |
| Resolution 7 To re-elect Michael Liston as a Director. | 113,109,197 | 97.78 | 2,573,106 | 2.22 | 115,682,303 | 0 |
| Resolution 8 To re-elect Nigel Le Quesne as a Director. | 115,674,507 | 99.99 | 7,795 | 0.01 | 115,682,302 | 1 |
| Resolution 9 To re-elect Martin Fotheringham as a Director. | 115,682,303 | 100.00 | 0 | 0.00 | 115,682,303 | 0 |
| Resolution 10 To re-elect Wendy Holley as a Director. | 115,682,303 | 100.00 | 0 | 0.00 | 115,682,303 | 0 |
| Resolution 11 To re-elect Dermot Mathias as a Director. | 114,880,774 | 99.31 | 801,528 | 0.69 | 115,682,302 | 1 |
| Resolution 12 To re-elect Michael Gray as a Director. | 114,880,774 | 99.31 | 801,528 | 0.69 | 115,682,302 | 1 |
| Resolution 13 To re-elect Erika Schraner as a Director. | 113,061,618 | 97.73 | 2,620,684 | 2.27 | 115,682,302 | 1 |
| Resolution 14 To authorise the Directors to allot Equity Securities (as defined in the Articles) and to grant rights to subscribe for or to convert any security into Equity Securities subject to certain limitations. | 109,708,575 | 94.84 | 5,973,728 | 5.16 | 115,682,303 | 0 |
| Resolution 15* To dis-apply pre-emption rights - general power. | 110,757,767 | 95.74 | 4,924,536 | 4.26 | 115,682,303 | 0 |
| Resolution 16* To dis-apply pre-emption rights - for the purpose of financing an acquisition or other capital investment | 110,231,927 | 95.29 | 5,450,375 | 4.71 | 115,682,302 | 1 |
| Resolution 17* To authorise the Company to make market purchases of its own shares and to authorise the Company to hold any such purchased shares as treasury shares. | 115,017,207 | 99.99 | 7,795 | 0.01 | 115,025,002 | 657,301 |
* Special Resolutions requiring a 75% majority
Notes
A 'Vote Withheld' is not a vote in law and has not been counted in the calculation of the proportion of the votes 'For' and 'Against' a resolution.
The total number of shares on the register at the close of business on 24 May 2021, being those eligible to be voted on at the AGM, was 133,148,052.
This announcement is made pursuant to the requirements of Listing Rules 9.6.2 and 9.6.18. Copies of the Special Resolutions approved by shareholders will be submitted as soon as practicable to the UK Listing Authority and will shortly be available for inspection via the National Storage Mechanism:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
The results will also be made available on the Company's website: http://www.jtcgroup.com/investorrelations/
Final Dividend
The timetable in relation to the final dividend is as follows:
| Shares marked as ex-entitlement to dividend | Thursday, 10 June 2021 |
| Record date for entitlement to dividend | Close of business on Friday, 11 June 2021 |
| Payment of dividend | Friday, 2 July 2021 |
Enquiries:
For further information please contact:
Miranda Lansdowne
JTC (Jersey) Limited
Company Secretary
+44 1534 700 000
Miranda.Lansdowne@jtcgroup.com
About JTC
JTC is a publicly listed, global professional services business with deep expertise in fund, corporate and private client services. Every JTC person is an owner of the business and this fundamental part of our culture aligns us with the best interests of all our stakeholders. Our purpose is to maximize potential and our success is built on service excellence, long-term relationships and technology capabilities that drive efficiency and add value.
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