Group Press Releases
Results of 2008 Annual General Meeting
23 May 2008
Groupe Bolloré resolutions defeated for a fifth time in two years
Aegis Group plc (“Aegis”) announces the results of the shareholder vote at its Annual General Meeting today. Full details of voting on each resolution are given at the end of this announcement:
Ordinary resolutions, requiring a 50% majority shareholder vote:
- Resolutions 1 to 10 were passed, in accordance with the Board’s recommendation.
Special resolutions, requiring a 75% majority shareholder vote:
- For a third year, Resolutions 11 (the disapplication of
pre-emption rights) and 12 (the power to make market purchases of
shares) were not passed. While recognising the theoretical
benefits of flexibility in these two areas, Aegis has not used
either power in recent years, and has no existing plans to do so.
Consequently, this is not expected to have any effect on
Aegis’s strategy or businesses.
- Resolution 13 (to adopt a new set of Articles of Association of the Company) was not passed, against the Board’s recommendation. The purpose of this resolution was primarily to take account of changes in English company law brought about by the Companies Act 2006. While this resolution provided an opportunity to update Aegis’s Articles of Association so that they are in line with the new Act – as almost all other listed plc’s have been doing this year – it is not a legal requirement and, as such, Aegis’s existing Articles of Association will remain in place.
Additional resolutions proposed by Groupe Bolloré, requiring a 50% majority shareholder vote:
- Resolutions 14 and 15 were not passed, in accordance with the Board’s recommendation. These resolutions relate to Groupe Bolloré’s nomination of two representatives to the Aegis Board.
- 91% of non-Groupe Bolloré shareholders opposed these proposals. For a fifth consecutive time in the past two years, over 90% of non-Groupe Bolloré shareholders have now overwhelmingly voted down these exact same resolutions.
In total, 80% of eligible votes were cast at the meeting.
Colin Sharman, chairman of Aegis, said:
“Our shareholders have overwhelmingly rejected the Groupe Bolloré resolutions five times in two years. Today's vote makes it crystal clear that the vast majority of independent shareholders voting recognise the innate conflict of interest represented by the nominees of a competitor's chairman and largest shareholder. This is the fifth time shareholders have shown they do not want Groupe Bolloré represented on the Aegis Board. It is our hope that Groupe Bolloré will finally listen to the voice of its fellow shareholders and respect shareholder democracy and good corporate governance.”
For further information, please contact:
Aegis Group plc
Charlotte Elston / Hannah Bailey
+ 44 20 7070 7700
Financial Dynamics
Tim Spratt / Charles Palmer
+44 (0)20 7831 3113
Tilder
Matthias Leridon / Fleur Pellerin
+33 1 44 14 99 99
| Subject | For | Against | Abstain | Result | |
| (In each case votes cast are shown by number, and then as a percentage of votes cast on each resolution) | |||||
| Resolution | |||||
| 1 | To receive the financial statements for the year ended 31 December 2007 and the reports of the directors and auditors. | 927,050,621 99.7% |
2,945 0.0% |
2,328,957 0.3% |
Passed |
| 2 | To declare a final dividend of 1.46p per ordinary share. | 927,056,793 99.7% |
745 0.0% |
2,324,985 0.3% |
Passed |
| 3 | To re-elect Adrian Chedore as a director. | 925,464,047 99.6% |
1,583,945 0.2% |
2,335,031 0.3% |
Passed |
| 4 | To re-elect Brendan O’Neill as a director. | 579,935,729 62.4% |
347,110,763 37.3% |
2,335,031 0.3% |
Passed |
| 5 | To re-elect Lord Sharman as a director. | 577,312,742 62.1% |
349,735,250 37.6% |
2,335,031 0.3% |
Passed |
| 6 | To elect Lorraine Trainer as a director. | 580,488,686 62.5% |
346,558,726 37.3% |
2,335,611 0.3% |
Passed |
| 7 | To re-appoint Deloitte & Touche LLP as auditors. | 926,999,815 99.7% |
38,308 0.0% |
2,344,900 0.3% |
Passed |
| 8 | To authorise the directors to fix the remuneration of the auditors. | 927,015,064 99.7% |
21,343 0.0% |
2,346,616 0.3% |
Passed |
| 9 | To approve the Remuneration Report. | 566,287,174 60.9% |
347,463,732 37.4% |
15,630,617 1.7% |
Passed |
| 10 | To authorise the directors to allot relevant securities. | 548,002,775 59.0% |
373,081,868 40.1% |
8,297,880 0.9% |
Passed |
| 11 | To disapply the pre-emption rights. | 549,928,674 59.2% |
373,472,386 40.2% |
5,981,963 0.6% |
Not passed |
| 12 | To grant the Company the power to make market purchases of its own shares. | 555,143,877 59.7% |
371,909,532 40.0% |
2,329,614 0.3% |
Not passed |
| 13 | To adopt a new set of Articles of Association of the Company. | 544,312,949 58.6% |
376,769,742 40.5% |
8,299,832 0.9% |
Not passed |
| 14 | To appoint as a director Philippe Germond. | 399,054,536 42.9% |
529,488,194 57.0% |
840,293 0.1% |
Not passed |
| 15 | To appoint as a director Roger Hatchuel. | 399,054,536 42.9% |
529,473,570 57.0% |
839,917 0.1% |
Not passed |
The total number of shares in issue and eligible to be voted was 1,156,673,724.
A copy of the Resolutions approved at the Annual General Meeting will be submitted to the UK Listing Authority and will shortly be available for inspection at the UK Listing Authority’s Document Viewing Facility, which is situated at Financial Services Authority, 25 The North Colonnade, Canary Wharf, London E14 5HS.
