20 January 2021
Topps Tiles Plc
Result of AGM
Topps Tiles Plc (the "Company"), the UK's leading tile specialist, announces that at its Annual General Meeting (the "AGM") held earlier today, all of the resolutions proposed were duly passed by the requisite majority on a poll, except for resolutions 11 to 13 (inclusive). The full text of each resolution is contained in the 2021 Notice of AGM which is available on the Company's website http://www.toppstilesplc.com/
The following table shows the total number of votes cast for each resolution:
Resolution | Total votes for | % | Against | % | Withheld |
1 | 152,159,255 | 99.99 | 16,824 | 0.01 | 7,141 |
2 | 149,428,977 | 98.20 | 2,739,212 | 1.80 | 15,031 |
3 | 150,078,792 | 98.63 | 2,088,423 | 1.37 | 16,005 |
4 | 152,159,932 | 99.99 | 7,283 | 0.01 | 16,005 |
5 | 149,292,243 | 98.11 | 2,869,331 | 1.89 | 21,646 |
6 | 149,424,584 | 98.20 | 2,735,490 | 1.80 | 23,146 |
7 | 152,153,517 | 99.99 | 8,057 | 0.01 | 21,646 |
8 | 152,130,389 | 99.97 | 45,690 | 0.03 | 7,141 |
9 | 152,168,153 | 99.99 | 6,426 | 0.01 | 8,641 |
10 | 112,994,574 | 74.25 | 39,179,846 | 25.75 | 8,800 |
11 | 113,132,993 | 74.35 | 39,039,927 | 25.65 | 10,300 |
12 | 113,132,993 | 74.34 | 39,041,427 | 25.66 | 8,800 |
13 | 113,158,119 | 74.36 | 39,025,101 | 25.64 | 0 |
14 | 151,872,659 | 99.80 | 310,417 | 0.20 | 144 |
Notes
1. | Any proxy appointments which gave discretion to the Chairman have been included in the "Total votes for" total. |
2. | A "Vote Withheld" is not a valid vote in English law and was not counted in the calculation of the proportion of the votes "For" or "Against" a resolution.DN 2. |
3. | As at the date of the AGM the issued share capital of the Company was 196,443,323 ordinary shares of 3.33 pence each. |
The Board would like to thank shareholders for their engagement and support ahead of the AGM and throughout the year. While most of the resolutions were passed, with majorities in excess of 98%, the Board notes that:
● | resolution 10 (Directors' Authority to Allot Shares), which was an ordinary resolution, passed with a majority of less than 80% (receiving votes in favour of 74.25%); and |
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● | resolutions 11 (Disapplication of Pre-emption Rights - General) and 12 ((Disapplication of Pre-emption Rights - Specific) and 13 (Authority to Make Market Purchases of Shares), which were special resolutions requiring a 75% majority, did not receive sufficient support to be passed (receiving votes in favour of 74.35%, 74.34 % and 74.36% respectively). |
In accordance with provision 4 of the UK Corporate Governance Code (the "Code"), the Board confirms that it will consult and engage with the relevant shareholders to understand and discuss their concerns with respect to these resolutions. An update will be provided within six months of the AGM, in accordance with the Code.
These results will shortly be available on the Company's website at http://www.toppstilesplc.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 www.data.fca.org.uk
Enquiries:
Topps Tiles Plc |
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Alistair Hodder, Company Secretary | |
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Citigate Dewe Rogerson |
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Kevin Smith / Nick Hayns | 020 7638 9571 |
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