REG - Kier Group PLC - Result of AGM

KierAnnouncement

16/11/2023 16:00

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RNS Number : 7395T  Kier Group PLC  16 November 2023

16 November 2023

KIER GROUP PLC

RESULT OF ANNUAL GENERAL MEETING

Kier Group plc (the "Company") announces the results of its Annual General
Meeting held on 16 November 2023. The voting was held on a poll and the
results for each resolution were as follows:

 Resolution                                                                              Votes for    % votes for(1)  Votes against  % votes      Votes         Total votes validly cast(2)  % voted(3)

                                                                                                                                     Against(1)   Withheld(2)
 1       To receive the Annual Report and Accounts for the year ended 30 June 2023       267,582,970  99.99           17,669         0.01         565,221       267,600,639                  59.95
 2       To approve the Directors' remuneration policy                                   158,612,472  61.40           99,696,433     38.60        9,860,396     258,308,905                  57.87
 3       To approve the Directors' remuneration report for the year ended 30 June 2023   267,251,805  99.69           835,349        0.31         82,147        268,087,154                  60.06
 4       To re-elect Mr MJ Lester as a Director                                          234,701,884  87.55           33,382,597     12.45        84,820        268,084,481                  60.06
 5       To re-elect Mr AOB Davies as a Director                                         261,665,666  97.60           6,439,115      2.40         64,520        268,104,781                  60.07
 6       To re-elect Mr SJ Kesterton as a Director                                       267,101,080  99.63           1,003,701      0.37         64,520        268,104,781                  60.07
 7       To re-elect Mr JR Atkinson as a Director                                        255,425,116  95.28           12,649,628     4.72         94,557        268,074,744                  60.06
 8       To re-elect Ms AJ Atkinson as a Director                                        263,589,918  98.33           4,468,524      1.67         103,996       268,058,442                  60.06
 9       To re-elect Ms MC Browne OBE as a Director                                      263,333,064  98.24           4,711,339      1.76         124,898       268,044,403                  60.05
 10      To elect Ms MG Hassall as a Director                                            267,823,677  99.92           207,691        0.08         137,933       268,031,368                  60.05
 11      To re-elect Mr CG Watson as a Director                                          262,060,542  97.76           6,007,222      2.24         101,537       268,067,764                  60.06
 12      To re-appoint PricewaterhouseCoopers LLP as auditor                             264,311,222  98.62           3,704,415      1.38         138,540       268,015,637                  60.05
 13      To authorise the Risk Management and Audit Committee to agree the remuneration  267,736,509  99.94           166,682        0.06         266,110       267,903,191                  60.02
         of the auditor
 14      To authorise pollical donations                                                 267,073,907  99.70           800,162        0.30         295,232       267,874,069                  60.01
 15      To authorise the Directors to allot shares                                      258,042,503  96.31           9,873,616      3.69         238,058       267,916,119                  60.02
 16      To authorise the Directors to disapply pre-emption rights (general)             266,059,625  99.24           2,034,322      0.76         75,354        268,093,947                  60.06
 17      To authorise the Directors to disapply pre-emption rights (acquisition or       265,341,195  98.97           2,768,710      1.03         59,396        268,109,905                  60.07
         specified capital investment)
 18      To authorise the Company to make market purchases of the Company's ordinary     267,670,222  99.94           156,871        0.06         342,208       267,827,093                  60.00
         shares of 1p each
 19      To approve the cancellation of the Company's share premium account              267,866,932  99.93           197,686        0.07         104,683       268,064,618                  60.06
 20      To approve the cancellation of the Company's capital redemption reserve         267,936,317  99.95           132,553        0.05         100,431       268,068,870                  60.06
 21      To authorise the Company to call general meetings, other than annual general    263,521,613  98.29           4,595,572      1.71         52,116        268,117,185                  60.07
         meetings, on not less than 14 clear days' notice

 

 

Notes:

 

1.      Expressed as a percentage of all votes validly cast (and does not
include votes withheld).

2.      A vote withheld is not a vote in law and is not counted in the
calculation of the proportion of votes validly cast.

3.      Expressed as a percentage of the total issued share capital on 14
November 2023. The number of ordinary shares in issue on 14 November 2023 was
446,354,414.

 

Shareholders are entitled to one vote per share. Resolutions 1 to 15
(inclusive) were passed as ordinary resolutions and resolutions 16 to 21
(inclusive) were passed as special resolutions.

 

 

The Board notes that Resolution 2 (which related to the binding vote on the
Directors' Remuneration Policy) was passed with 61.4% of votes in favour. The
Chair of the Remuneration Committee consulted extensively with a wide range of
shareholders on the proposed Directors' Remuneration Policy which was designed
to appropriately incentivise the Chief Executive and Chief Financial Officer
to continue to deliver on the medium-term value creation plan, the achievement
of which will benefit the Company, its shareholders and other stakeholders.
The Board is grateful to shareholders for their engagement earlier in the year
and in the lead up to the AGM, during which shareholders expressed different
perspectives. The Company remains committed to ongoing shareholder engagement
and will continue to do so to ensure that the Company understands
shareholders' views and is able to consider feedback on the Company's approach
to remuneration going forward. The Company will provide an update on
engagement within six months and in next year's annual report, in line with
the provisions of the UK Corporate Governance Code.

 

Following the passing of resolutions 19 and 20, the Company intends to apply
to the High Court of Justice in England and Wales (the "Court") to approve the
cancellation of both the Company's share premium account and the Company's
capital redemption reserve (collectively, the "Capital Reduction"). The
expected timetable of principal events with respect to the Capital Reduction
is as follows:

 

 Principal event                                                                 Date
 Expected date for the directions hearing for the Court to consider the Capital  1 December 2023
 Reduction application
 Expected date for the hearing by Court to confirm the Capital Reduction         19 December 2023
 Expected date that the Capital Reduction becomes effective                      Late December 2023

 

Notes:

1.      The dates set out in this timetable are based on the Company's
current expectations and are subject to change. The times and dates are
indicative only and will depend, among other things, on the date upon which
the Court confirms the Capital Reduction. The provisional final hearing date
will be subject to change and dependent on the Court.

2.      All times shown are London times unless otherwise stated.

 

 

A copy of all resolutions passed, other than those concerning ordinary
business, will today be submitted to the National Storage Mechanism in
accordance with Listing Rule 9.6.2. These resolutions will shortly be
available for inspection at: https://
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism)
data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .

 

The Kier Group plc Legal Entity Identifier is 2138002RKCU2OM4Y7O48.

 

For enquiries, please contact:

 

 Kier Group plc
 Jaime Tham                                +44 (0) 7801 975 672

 Company Secretary
 FTI Consulting
 Richard Mountain / Ben Fletcher           +44 (0) 20 3727 1340

 

 

 

 

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