REG - Brown (N.) Group PLC - Results of AGM and Confirmation of Board Change

N BrownAnnouncement

19/07/2024 14:00

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RNS Number : 1146X  Brown (N.) Group PLC  19 July 2024

N BROWN GROUP PLC - RESULTS OF AGM AND CONFIRMATION OF BOARD CHANGE

 

N Brown Group Plc (the "Company" or the "Group"), a top 10 UK clothing and
footwear digital retailer, announces that at its Annual General Meeting (the
"AGM") held on Thursday 18 July 2024 all resolutions were duly passed. Details
of the resolutions are set out in full in the Notice of AGM made available to
shareholders on 18 June 2024. Copies are available to view and download on the
Company's corporate website:

https://www.nbrown.co.uk/investors/shareholder-information/agm
(https://url.avanan.click/v2/___https:/www.nbrown.co.uk/investors/shareholder-information/agm___.YXAxZTpzaG9yZWNhcDphOm86NDVjNjllNjdkYTU0YzFjYjZkMGQ4YjJmNjZhZjk0MjU6NjpjNTA2OmNhZDFjMmVkMDZiNWNmNmM3YjUyN2IzNzY4NzViYzU5OThmMTA0ZWJlMTJjNGU3ZTZjMWUwNzYzM2M0Yzg3YzY6cDpU)

 

Shareholders were recommended to appoint the Chair as their proxy to vote on
the resolutions set out in the notice of meeting. A poll was held on each of
the resolutions proposed; all resolutions were passed by the required
majority. Resolutions 1 to 12 (inclusive) were passed as ordinary resolutions
and Resolution 13 was passed as a special resolution.

 

The results of votes cast for each resolution were as follows:

     RESOLUTION                                                                      VOTES  FOR   %      VOTES AGAINST  %         VOTES WITHHELD

                                                                                                  FOR                   AGAINST
 1   To receive the audited accounts and the auditors' and directors' reports for    382,696,066  99.98  93,567         0.02      17,375
     the 52 week period ended 2 March 2024.
 2   To approve the directors' remuneration report for the 52 week period ended 2    382,534,148  99.93  257,901        0.07      14,959
     March 2024.
 3   To re-appoint Steve Johnson as director.                                        382,581,600  99.95  198,513        0.05      26,895
 4   To re-appoint Lord Alliance of Manchester CBE as a director.                    382,476,003  99.92  307,846        0.08      23,159
 5   To re-appoint Michael Ross as a director.*                                      382,608,845  99.95  176,203        0.05      21,960
 6   To re-appoint Joshua Alliance as a director.                                    382,460,308  99.92  319,805        0.08      26,895
 7   To re-appoint Dominic Platt as a director.*                                     382,594,690  99.95  175,108        0.05      37,210
 8   To re-appoint Meg Lustman as a director.*                                       382,600,824  99.95  184,224        0.05      21,960
 9   To re-appoint Dominic Appleton as a director.                                   382,602,711  99.95  177,402        0.05      26,895
 10  To re-appoint Ernst & Young as auditors.                                        382,676,371  99.97  107,479        0.03      23,158
 11  To authorise the Audit and Risk Committee of the board of directors to          382,679,398  99.97  101,158        0.03      26,152
     determine the auditors' remuneration.
 12  Director's authorisation to allot shares in the Company … up to an aggregate    382,579,045  99.95  206,004        0.05      21,158
     nominal amount of £17,069,869. †
 13  Director's authorisation, subject to the passing of resolution 12, to allot     382,512,585  99.93  271,265        0.07      23,158
     equity securities for cash. †

 

KEY:

*  Independent Non-Executive Director

†  The full resolution can be found in the AGM notice

 

 

Notes:

1.    As at the date of the AGM, the Company had 463,325,018 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 463,325,018.

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.

 

Confirmation of Board change

Following the announcement made on 29 April 2024, Vicky Mitchell has stepped
down as a Board Director, as planned, following the conclusion of the
Company's AGM today. The Board would like to thank Vicky for her contributions
to the Group.

 

Following these changes, the Board will comprise of the Interim Executive
Chair and Chief Executive Officer, the CFO and five Non-Executive Directors,
three of whom are considered to be independent.
(https://url.avanan.click/v2/___https:/www.nbrown.co.uk/investors/shareholder-information/agm___.YXAxZTpzaG9yZWNhcDphOm86NDVjNjllNjdkYTU0YzFjYjZkMGQ4YjJmNjZhZjk0MjU6NjpjNTA2OmNhZDFjMmVkMDZiNWNmNmM3YjUyN2IzNzY4NzViYzU5OThmMTA0ZWJlMTJjNGU3ZTZjMWUwNzYzM2M0Yzg3YzY6cDpU)
 

 

 

For further information:

 N Brown Group
 David Fletcher, Head of Investor Relations  +44 (0)7876 111 242

 Hawthorn
 Henry Lerwill                               +44 (0)7894 608 607

 Simon Woods                                 +44 (0)7719 078 196

                                             nbrown@hawthornadvisors.com

 

 Shore Capital - Nomad and Broker

 Stephane Auton / Daniel Bush / Rachel Goldstein   +44 (0) 20 7408 4090

 Fiona Conroy (Corporate Broking)

 

About N Brown Group:

N Brown is a top 10 UK clothing and footwear digital retail platform, with a
home proposition, headquartered in Manchester and employs around 1,700 people
nationwide.  Through our strategic retail brands including JD Williams,
Simply Be and Jacamo, we exist to make our customers look and feel amazing,
and take great pride in passionately championing inclusion and serving the
under-served. Our customer-first shopping experience, supported by our
innovative financial services proposition, is designed to deliver choice,
affordability, and value to our customers, and allows us to be truly inclusive
and accessible.

 

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