All the resolutions were voted on by way of a poll and the results of each resolution are shown below. All resolutions were duly approved by the relevant majority in each case. Resolutions 17 and 18 were passed as special resolutions. All other resolutions were passed as ordinary resolutions and, in the case of resolutions 4, 6 and 11, were also passed by a majority of the independent shareholders voting on the resolution, in accordance with LR 9.2.2ER.
| VOTES FOR (a) | % | VOTES AGAINST | % | VOTES TOTAL | % of ISC VOTED | VOTES WITHHELD (b) | ||
|---|---|---|---|---|---|---|---|---|
| 1 | Receipt of accounts | VOTES 534,930,350FOR (a) | % 100.00 | VOTES 17,916AGAINST | % 0.00 | VOTES 534,948,266TOTAL | % of ISC VOTED 89.50% | VOTES 175,424WITHHELD (b) |
| 2 | Approval of Annual Report on Remuneration | VOTES 530,322,991FOR (a) | % 99.11 | VOTES 4,755,726AGAINST | % 0.89 | VOTES 535,078,717TOTAL | % of ISC VOTED 89.52% | VOTES 45,033WITHHELD (b) |
| 3 | Approval of Remuneration Policy | VOTES 509,875,972FOR (a) | % 95.29 | VOTES 25,186,080AGAINST | % 4.71 | VOTES 535,062,052TOTAL | % of ISC VOTED 89.52% | VOTES 61,730WITHHELD (b) |
| 4 | Re-elect Amanda Brown | VOTES 523,333,100FOR (a) | % 97.80 | VOTES 11,752,706AGAINST | % 2.20 | VOTES 535,085,806TOTAL | % of ISC VOTED 89.52% | VOTES 37,944WITHHELD (b) |
| 5 | Re-elect Keith Browne | VOTES 501,943,362FOR (a) | % 95.97 | VOTES 21,094,262AGAINST | % 4.03 | VOTES 523,037,624TOTAL | % of ISC VOTED 87.50% | VOTES 12,086,158WITHHELD (b) |
| 6 | Re-elect Dave Coplin | VOTES 524,242,096FOR (a) | % 97.97 | VOTES 10,848,681AGAINST | % 2.03 | VOTES 535,090,777TOTAL | % of ISC VOTED 89.52% | VOTES 33,005WITHHELD (b) |
| 7 | Re-elect Eddie Irwin | VOTES 489,533,724FOR (a) | % 93.59 | VOTES 33,503,553AGAINST | % 6.41 | VOTES 523,037,277TOTAL | % of ISC VOTED 87.50% | VOTES 12,086,505WITHHELD (b) |
| 8 | Re-elect Bob Ivell | VOTES 376,931,716FOR (a) | % 70.44 | VOTES 158,157,194AGAINST | % 29.56 | VOTES 535,088,910TOTAL | % of ISC VOTED 89.52% | VOTES 34,872WITHHELD (b) |
| 9 | Re-elect Tim Jones | VOTES 532,252,498FOR (a) | % 99.47 | VOTES 2,840,749AGAINST | % 0.53 | VOTES 535,093,247TOTAL | % of ISC VOTED 89.52% | VOTES 30,117WITHHELD (b) |
| 10 | Re-elect Josh Levy | VOTES 406,508,347FOR (a) | % 77.72 | VOTES 116,533,081AGAINST | % 22.28 | VOTES 523,041,428TOTAL | % of ISC VOTED 87.51% | VOTES 12,082,354WITHHELD (b) |
| 11 | Re-elect Jane Moriarty | VOTES 524,041,686FOR (a) | % 97.94 | VOTES 11,040,600AGAINST | % 2.06 | VOTES 535,082,286TOTAL | % of ISC VOTED 89.52% | VOTES 41,496WITHHELD (b) |
| 12 | Re-elect Phil Urban | VOTES 533,954,922FOR (a) | % 99.79 | VOTES 1,140,354AGAINST | % 0.21 | VOTES 535,095,276TOTAL | % of ISC VOTED 89.52% | VOTES 28,734WITHHELD (b) |
| 13 | Reappointment of auditor | VOTES 535,005,169FOR (a) | % 99.98 | VOTES 84,473AGAINST | % 0.02 | VOTES 535,089,642TOTAL | % of ISC VOTED 89.52% | VOTES 33,747WITHHELD (b) |
| 14 | Auditor’s remuneration | VOTES 535,012,722FOR (a) | % 99.98 | VOTES 81,671AGAINST | % 0.02 | VOTES 535,094,393TOTAL | % of ISC VOTED 89.52% | VOTES 29,389WITHHELD (b) |
| 15 | Political donations | VOTES 532,704,059FOR (a) | % 99.57 | VOTES 2,303,887AGAINST | % 0.43 | VOTES 535,007,946TOTAL | % of ISC VOTED 89.51% | VOTES 115,836WITHHELD (b) |
| 16 | Approval of Performance Share Plan | VOTES 534,292,802FOR (a) | % 99.86 | VOTES 768,505AGAINST | % 0.14 | VOTES 535,061,307TOTAL | % of ISC VOTED 89.52% | VOTES 62,475WITHHELD (b) |
| 17 | Authority to purchase own shares (c) | VOTES 530,216,920FOR (a) | % 99.14 | VOTES 4,579,216AGAINST | % 0.86 | VOTES 534,796,136TOTAL | % of ISC VOTED 89.47% | VOTES 327,646WITHHELD (b) |
| 18 | Notice period for meetings (c) | VOTES 532,818,347FOR (a) | % 99.57 | VOTES 2,278,754AGAINST | % 0.43 | VOTES 535,097,101TOTAL | % of ISC VOTED 89.52% | VOTES 26,681WITHHELD (b) |
VOTES EXCLUDING THE CONTROLLING SHAREHOLDER ON THE RESOLUTIONS CONCERNING THE RE-ELECTION OF THE INDEPENDENT NON-EXECUTIVE DIRECTORS
| VOTES FOR (a) | % | VOTES AGAINST | % | VOTES TOTAL | % of ISC VOTED (excluding controlling shareholder) | VOTES WITHHELD (b) | ||
|---|---|---|---|---|---|---|---|---|
| 4 | Re-elect Amanda Brown (d) | VOTES FOR (a) 184,499,405 | % 94.01 | VOTES AGAINST 11,752,706 | % 5.99 | VOTES TOTAL 196,252,111 | % of ISC VOTED (excluding controlling shareholder) 75.80% | VOTES WITHHELD (b) 37,944 |
| 6 | Re-elect Dave Coplin (d) | VOTES FOR (a) 185,408,401 | % 94.47 | VOTES AGAINST 10,848,681 | % 5.53 | VOTES TOTAL 196,257,082 | % of ISC VOTED (excluding controlling shareholder) 75.81% | VOTES WITHHELD (b) 33,005 |
| 11 | Re-elect Jane Moriarty (d) | VOTES FOR (a) 185,207,991 | % 94.37 | VOTES AGAINST 11,040,600 | % 5.63 | VOTES TOTAL 196,248,591 | % of ISC VOTED (excluding controlling shareholder) 75.80% | VOTES WITHHELD (b) 41,496 |
NOTES:
(a) The “For” vote includes those giving the Chairman discretion.
(b) A vote “Withheld” is not a vote in law and is not counted in the calculation of the votes “For” or “Against” the resolution.
(c) Passed as a special resolution.
(d) Passed both as an ordinary resolution by a majority of all shareholders and by a majority of the independent shareholders voting on the resolution, in accordance with LR 9.2.2ER.
Votes “For” and “Against” are expressed as a percentage of votes received. Voting was conducted by a poll.
The Board of Directors notes the level of votes against resolution 8 concerning the Chairman and resolution 10 concerning an individual who represents the Company's controlling shareholder (as defined in the Listing Rules). The UK Corporate Governance Code (the "Code") contains best practice recommendations in relation to corporate governance yet acknowledges that, in individual cases, these will not all necessarily be appropriate for particular companies. Accordingly, the Code specifically recognises the concept of "Comply or Explain" in relation to divergences from the Code and the Company has explained the circumstances of these appointments in detail in its 2023 Annual Report.
The number of shares in issue at 6.30p.m. on 21 January 2024 was 597,727,235, of which 258,893,540 were held by shareholders other than the controlling shareholder.
The full text of the resolutions can be found in the Notice of Annual General Meeting, which is available for inspection at the National Storage Mechanism https://data.fca.org.uk/#/nsm/nationalstoragemechanism and also on the Company’s website at www.mbplc.com.
These results will shortly be available on the Company's website at www.mbplc.com and in accordance with Listing Rule 9.6.2, copies of the resolutions that were passed at the meeting and that do not constitute ordinary business at an annual general meeting will be submitted to the National Storage Mechanism and will shortly be available for inspection at data.fca.org.uk.
Denise Burton
Deputy Company Secretary