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N Brown Group Plc announced that all resolutions were passed at its Annual General Meeting held on 10 July 2023. This included the re-appointment of nine directors, the appointment of Dominic Appleton as a director (subject to regulatory approval), and the authorisation to allot shares up to an aggregate nominal amount of £16,965,171. Following the AGM, Gill Barr and Richard Moross stepped down as Board Directors, and Meg Lustman was appointed Chair of the Remuneration Committee and a member of the Nominations & Governance Committee, pending FCA approval.
| Date | 10 Jul 2023 |
| Time | 17:12:53 |
| Category | AGMs and other meetings |
| ID | 5533F |
RNS ANNOUNEMENT
Released 10 July 2023 post AGM
N BROWN GROUP PLC - RESULTS OF AGM AND CONFIRMATION OF BOARD CHANGES
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 Monday 10 July 2023 all resolutions were duly passed. Details of the resolutions are set out in full in the Notice of AGM made available to shareholders on 15 June 2023. Copies are available to view and download on the Company's corporate website:
https://www.nbrown.co.uk/investors/shareholder-information/agm
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 14 (inclusive) and Resolution 16 were passed as ordinary resolutions and Resolution 15 was passed as a special resolution.
The results of votes cast for each resolution were as follows:
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RESOLUTION |
VOTES FOR |
% FOR |
VOTES AGAINST |
% AGAINST |
VOTES WITHHELD |
|
1 |
To receive the audited accounts and the auditors' and directors' reports for the 53 week period ended 4 March 2023. |
370,968,830 |
99.99 |
9,913 |
0.01 |
2,866 |
|
2 |
To approve the directors' remuneration report (including the part containing the directors' remuneration policy) for the 53 week period ended 4 March 2023. |
370,680,345 |
99.91 |
295,814 |
0.08 |
5,450 |
|
3 |
To re-appoint Ron McMillan as a director. * |
370,822,906 |
99.97 |
129,418 |
0.03 |
29,285 |
|
4 |
To re-appoint Steve Johnson as a director. |
370,766,824 |
99.95 |
176,574 |
0.05 |
38,211 |
|
5 |
To re-appoint Lord Alliance of Manchester CBE as a director. |
370,816,037 |
99.96 |
123,458 |
0.03 |
42,114 |
|
6 |
To re-appoint Michael Ross as a director. * |
370,822,964 |
99.97 |
120,244 |
0.03 |
38,401 |
|
7 |
To re-appoint Vicky Mitchell as a director. * |
370,830,403 |
99.97 |
121,921 |
0.03 |
29,285 |
|
8 |
To re-appoint Joshua Alliance as a director. |
370,817,812 |
99.96 |
132,096 |
0.04 |
31,701 |
|
9 |
To re-appoint Dominic Platt as a director. * |
370,822,385 |
99.97 |
118,407 |
0.03 |
40,817 |
|
10 |
To re-appoint Meg Lustman as a director. * |
370,830,881 |
99.97 |
121,443 |
0.03 |
29,285 |
|
11 |
To re-appoint Dominic Appleton as a director, subject to regulatory approval. |
370,776,149 |
99.94 |
173,759 |
0.05 |
31,701 |
|
12 |
To appoint Ernst & Young LLP as auditors. |
370,928,156 |
99.99 |
24,134 |
0.01 |
29,319 |
|
13 |
To authorise the Audit and Risk Committee of the board of directors to determine the auditors' remuneration. |
370,858,686 |
99.98 |
90,023 |
0.02 |
32,900 |
|
14 |
Director's authorisation to allot shares in the Company … up to an aggregate nominal amount of £16,965,171 † |
370,766,068 |
99.94 |
189,925 |
0.05 |
25,616 |
|
15 |
Granting of Section 561 authority permitting an allotment of shares by the Directors for cash without pre-emption rights † |
370,695,597 |
99.92 |
255,430 |
0.07 |
30,582 |
|
16 |
To approve the rules of the N Brown Group plc Share Plan. † |
370,812,211 |
99.95 |
137,663 |
0.04 |
31,735 |
* 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 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.
Confirmation of Board changes
Following the announcements made on 27 January 2023 and 7 February 2023 , Gill Barr and Richard Moross have stepped down as Board Directors as planned following the conclusion of the Company's AGM today.
The Board would like to thank both Gill and Richard for their contributions to the Group.
Following these changes, the Board will comprise the Chair (who was independent on appointment), the Group CEO and CFO and six Non-Executive Directors, four of whom are considered to be independent.
Meg Lustman will succeed Gill as the Chair of the Remuneration Committee and a member of the Nominations & Governance Committee. The appointment of Meg Lustman as the Chair of the Remuneration Committee remains subject to FCA approval.
A copy of this announcement has been posted on the Company's corporate website:
https://www.nbrown.co.uk/investors/shareholder-information/agm
For further information:
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N Brown Group |
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David Fletcher, Head of Investor Relations |
+44 (0)7876 111242
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MHP Communications |
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James McFarlane / Eleni Menikou / Charles Hirst |
+44 (0) 20 3128 8789 |
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Shore Capital - Nomad and Broker |
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Stephane Auton / Daniel Bush |
+44 (0) 20 7408 4090 |
About N Brown Group:
N Brown is a top 10 UK clothing & footwear digital retailer, with a home proposition. Our retail brands include JD Williams, Simply Be and Jacamo, and our financial services proposition allows customers to spread the cost of shopping with us. We are headquartered in Manchester where we design, source and create our product offer and we employ over 1,700 people across the UK.