TIDMRCDO

RNS Number : 1044S

Ricardo PLC

11 November 2021

Ricardo plc

Result of AGM

11 November 2021

Ricardo plc - Results of Annual General Meeting

Ricardo plc announces that all resolutions proposed at its Annual General Meeting held on 11 November 2021 were duly passed.

Details of the proxy voting instructions, lodged prior to the meeting, are set out below:

 
Resolution                                 For        %    Discretion   %     Against      %     Withheld 
    To receive and adopt the 2021 
1    Report and Accounts                43,901,762  99.98     232      0.01       2,466   0.01       0 
2   To approve the final dividend       43,902,796  99.98     232      0.01       1,401   0.01      31 
    To re-appoint KPMG LLP as 
3    auditors                           43,897,821  99.98     232      0.01       5,807   0.01      600 
    To authorise Audit Committee 
4    to determine Auditor remuneration  43,894,689  99.97     232      0.01       8,939   0.02      600 
    To elect Graham Ritchie as 
5    a director                         43,881,164  99.95    6,232     0.01      16,233   0.04      831 
    To re-elect Russell King as 
6    a director                         43,235,223  98.48    6,232     0.01     662,174   1.51      831 
    To re-elect Jack Boyer as 
7    a director                         43,238,413  98.49    6,232     0.01     656,484   1.50     3,331 
    To re-elect William Spencer 
8    as a director                      43,235,123  98.49    6,232     0.01     658,945   1.50        4,160 
    To re-elect Sir Terry Morgan 
9    as a director                      43,232,609  98.48    6,232     0.01     661,088   1.51        4,531 
    To re-elect Ian Gibson as 
10   a director                         43,887,670  99.97    6,232     0.01       9,727   0.02          831 
    To re-elect Laurie Bowen as 
11   a director                         42,671,168  97.20    6,232     0.01   1,223,728   2.79        3,332 
    To re-elect Malin Persson 
12   as a director                      37,977,575  86.51    6,232     0.01   5,917,322  13.48        3,331 
    To approve the Directors' 
13   Remuneration Report                28,346,318  64.56     232      0.01  15,550,653  35.43        7,257 
    To approve the Ricardo 2021 
14   Deferred Bonus Plan                43,855,410  99.93     232      0.01      26,981   0.06    21,837 
    To grant the directors authority 
15   to allot relevant securities       33,977,733  77.77     232      0.01   9,704,306  22.22    222,189 
    To approve the disapplication 
16   of pre-emption rights              34,000,375  77.83     232      0.01   9,681,779  22.16    222,074 
    To authorise the Company to 
     make market purchases of ordinary 
17   shares                             43,878,744  99.93     232      0.01      24,384   0.06        1,100 
    To approve notice period for 
18   certain general meetings           43,763,237  99.67     232      0.01     140,007   0.32      984 
 

A vote withheld is not a vote in law and is not counted in the calculation of proportion of votes "For" or "Against" a resolution.

The total number of ordinary shares in issue as at 9 November 2021 was 62,218,280, of these 43,904,460 including votes withheld (70.56%) were voted.

The Board has taken careful note that 35.43 per cent of the votes were cast against Resolution 13, the Directors' Remuneration Report. The Chair of the Remuneration Committee engaged with our largest shareholders before the 2021 Annual General Meeting to reiterate the reasons given in the Directors' Remuneration Report for the leaving arrangements of Ricardo's former Chief Executive Officer and will talk again with shareholders to understand fully their reasons for voting against the Resolution.

In addition, the Board has noted 22.22 per cent and 22.16 per cent of the votes were cast against Resolutions 15 and 16 respectively relating to the authority to allot shares and the disapplication of pre-emption rights. The Chief Financial Officer engaged with our largest shareholders before the 2021 Annual General Meeting to reiterate the reasons given in the Annual Report for the equity raise conducted in November 2020 and will talk again with shareholders to understand fully their reasons for voting against these Resolutions.

In accordance with Listing Rule 9.6.2R, a copy of the resolutions, other than those concerning ordinary business, passed by the Company at the AGM held on 11 November 2021, has been submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism .

The Ricardo plc LEI number is 213800ZNYAY35F4XB814

For further information contact:

   The Company Secretary, Patricia Ryan                     01273 794776 

.

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END

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November 11, 2021 05:35 ET (10:35 GMT)

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