6 July 2021
N BROWN GROUP PLC - RESULTS OF AGM
The Board of Directors of N Brown Group plc (the "Company") announces that at its Annual General Meeting (the "AGM") held on Tuesday 6 July 2021 all resolutions were duly passed. Details of the resolutions are set out in full in the Notice of AGM circulated to shareholders on 11 June 2021. Copies are available to view and download on the Company's corporate website: https://www.nbrown.co.uk/investors/shareholder-information/agm
Given the delay in the lifting of the Government's Covid-19 restrictions and taking into account the constantly evolving nature of the pandemic and the guidance that was in force at the time of the AGM, the Board concluded that it remained appropriate to strongly urge shareholders not to attend the AGM in person this year.
Shareholders were recommended to appoint the Chair as their proxy to vote on the resolutions set out in the notice of meeting. Shareholders were also invited to submit questions on the Annual Report and Accounts and AGM resolution via email ahead of the meeting.
A poll was held on each of the resolutions proposed; all resolutions were passed by the required majority. Resolutions 1 to 15 (inclusive) were passed as ordinary resolutions and resolutions 16 and 17 were passed as special resolutions.
The results of votes cast for each resolution were as follows:
|
| RESOLUTION | VOTES FOR | % FOR | VOTES AGAINST | % AGAINST | % ISC* VOTED | VOTES WITHELD |
| 1 | To receive the annual accounts of the Company for the 52 weeks ended 27 February 2021 together with the directors' and auditors' report on those accounts | 331,665,728 | 99.99 | 16,410 | 0.01 | 72.03 | 0 |
| 2 | To approve the Directors Remuneration Report for the year ended 27 February 2021 | 324,748,979 | 97.92 | 6,897,172 | 2.08 | 72.02 | 35,987 |
| 3 | To elect as a director Joshua Alliance | 331,646,890 | 99.99 | 32,051 | 0.01 | 72.03 | 3,197 |
| 4 | To elect as a director Dominic Platt† | 331,617,142 | 99.99 | 24,528 | 0.01 | 72.02 | 40,468 |
| 5 | To re-elect as a director Ron McMillan† | 328,212,080 | 99.93 | 214,105 | 0.07 | 71.32 | 3,255,953 |
| 6 | To re-elect as a director Lord Alliance of Manchester CBE | 331,658,450 | 99.99 | 23,688 | 0.01 | 72.03 | 0 |
| 7 | To re-elect as a director Gill Barr† | 324,903,726 | 97.96 | 6,775,215 | 2.04 | 72.03 | 3,197 |
| 8 | To re-elect as a director Richard Moross† | 331,464,117 | 99.94 | 205,708 | 0.06 | 72.03 | 12,313 |
| 9 | To re-elect as a director Michael Ross† | 331,655,098 | 99.99 | 23,843 | 0.01 | 72.03 | 3,197 |
| 10 | To re-elect as a director Vicky Mitchell† | 331,654,620 | 99.99 | 24,321 | 0.01 | 72.03 | 3,197 |
| 11 | To re-elect as a director Steve Johnson | 331,654,857 | 99.99 | 24,084 | 0.01 | 72.03 | 3,197 |
| 12 | To re-elect as a director Rachel Izzard | 331,654,620 | 99.99 | 24,321 | 0.01 | 72.03 | 3,197 |
| 13 | To re-appoint KPMG LLP as the Company's auditors | 331,590,980 | 99.97 | 91,124 | 0.03 | 72.03 | 34 |
| 14 | To authorise the directors to fix the auditors' remuneration | 331,657,948 | 99.99 | 24,190 | 0.01 | 72.03 | 0 |
| 15 | To approve the N Brown Group plc Savings-Related Share Option Scheme 2021 | 331,584,623 | 99.96 | 95,980 | 0.03 | 72.03 | 535 |
| 16 | Director's authorisation to allot shares in the Company ... up to an aggregate nominal amount of £16,965,171... (full resolution in AGM notice) | 331,473,968 | 99.94 | 204,438 | 0.06 | 72.03 | 3,732 |
| 17 | Granting of Section 561 authority permitting an allotment of shares by the Directors for cash without pre-emption rights… (full resolution in AGM notice) | 331,420,272 | 99.92 | 258,134 | 0.08 | 72.03 | 3,732 |
* Issued Share Capital
† Independent Non-Executive Director
Notes:
1. As at the date of the AGM, the Company had 460,483,231 ordinary shares in issue. The Company did not hold any shares in treasury and therefore the number of total voting rights as at the date of the AGM was 460,483,231.
2. The scrutineer of the voting was Link Asset Services, the Company's Share Registrar.
3. Note that a 'vote withheld' is not a vote in law and such votes have not been included in the calculation of votes 'for' and 'against' each resolution. Proxy appointments which gave discretion to the Chairman have been included in the 'for' total above.
A copy of this announcement has been posted on the Company's corporate website:
https://www.nbrown.co.uk/investors/shareholder-information/agm
For enquiries, please contact:
Theresa Casey
General Counsel and Company Secretary, N Brown Group plc
+44(0)161 238 2298
Shore Capital - Nomad and Broker
Dru Danford / Stephane Auton / Daniel Bush / John More
+44(0) 20 7408 4090
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