Result of Annual General Meeting 2024

21 February 2024

Carr's (CARR.L), the Agriculture and Engineering Group, confirms that the Annual General Meeting of the Company ("AGM") was held at 10.00am (GMT) yesterday, 20 February 2024. At the Meeting, the ordinary and special resolutions set out in the Notice of the Annual General Meeting dated 10 January 2024 were proposed and voted on by way of a poll.  All of the proposed resolutions, with the exception of resolution 17 and resolution 18, were passed.

Full details of the poll results are set out below.

Issued share capital:

94,312,563 ordinary shares

 

Resolution

Number of votes for

% of votes for

Number of votes against

% of votes against

Total votes cast

% of issued share capital

Votes withheld*

1. Approve Annual Report and Accounts

41,446,990

99.98

7,086

0.02

41,454,076

43.95%

11,799

2. Approve final dividend

41,413,889

99.98

7,086

0.02

41,420,975

43.92%

44,900

3. Re-elect Tim Jones

41,264,064

99.70

125,020

0.30

41,389,084

43.89%

31,891

4. Re-elect David White

41,349,040

99.81

79,926

0.19

41,428,966

43.93%

36,909

5. Elect Martin Rowland

41,288,486

99.69

128,498

0.31

41,416,984

43.91%

48,891

6. Re-elect Ian Wood

41,299,501

99.68

134,483

0.32

41,433,984

43.93%

31,891

7. Re-elect Shelagh Hancock

41,292,348

99.65

143,425

0.35

41,435,773

43.93%

30,102

8. Re-elect Stuart Lorimer

41,194,526

99.53

196,347

0.47

41,390,873

43.89%

30,102

9. Elect Gillian Watson

41,242,687

99.56

183,798

0.44

41,426,485

43.92%

39,390

10. Re-appoint Grant Thornton UK LLP as Auditor

41,216,039

99.50

207,770

0.50

41,423,809

43.92%

42,066

11. Authorise remuneration of Auditor

41,323,065

99.71

121,342

0.29

41,444,407

43.94%

21,468

12. Approve Remuneration Report

41,015,388

99.24

312,648

0.76

41,328,036

43.82%

137,839

13. Approve Remuneration Policy

40,933,387

99.11

366,531

0.89

41,299,918

43.79%

165,957

14. Authorise allotment of shares

41,263,487

99.66

138,782

0.34

41,402,269

43.90%

63,606

15. Disapply pre-emption (general)

41,088,619

99.25

310,855

0.75

41,399,474

43.90%

66,401

16. Disapply pre-emption (investments)

41,054,930

99.20

332,820

0.80

41,387,750

43.88%

78,125

17. Authorise the Company to purchase its own shares

23,213,640

56.00

18,237,879

44.00

41,451,519

43.95%

14,356

18. Meetings on not less than 14 clear days' notice

23,084,635

55.69

18,366,737

44.31

41,451,372

43.95%

14,503

 

*A "Vote withheld" is not a vote in law and is not counted in the calculation of the percentage of shares voted "For" or "Against" any resolution.

The Board notes the level of votes cast against resolutions 17 and 18, relating to the authority for the Company to purchase own shares (resolution 17), and the authority to call a general meeting (other than an AGM) on not less than 14 clear days' notice (resolution 18).  Resolutions 17 and 18  were special resolutions which required at least 75% of the votes cast to be in favour of the resolutions. The Company will engage with shareholders to fully understand the reasons for this and provide an update within six months of the AGM as required by the Corporate Governance Code 2018.

The Board is always open to constructive dialogue with shareholders and is grateful to all those who took the time to consider and vote on the resolutions proposed.

In accordance with Listing Rule 9.6.2R of the UK Financial Conduct Authority (FCA), a copy of the resolutions passed as Special Business at the AGM have been submitted to the UK Listing Authority and will be available for public inspection at the National Storage Mechanism (NSM) https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

Enquiries:

Carr's Group plc
Justin Richards, Company Secretary

Tel: +44 (0) 1228 554 600