ZOTEFOAMS PLC
The 2015 Annual General Meeting of Zotefoams plc was held at the offices of Zotefoams plc, 675 Mitcham Road, Croydon CR9 3AL on 13 May 2015.
Proxy votes were received from shareholders in respect of 26,183,240 ordinary shares amounting to 59.8% of the issued share capital. The total number of ordinary shares in issue is 43,814,442.
All resolutions put to the meeting were passed on a show of hands. The proxy votes cast in respect of the resolutions received prior to the meeting were as follows:
Resolution | For | Against | Discretion | Votes Withheld |
1. To receive the Annual Report and Accounts of the Company for the year ended 31 December 2014. | 26,173,699 | 0 | 9,541 | 0 |
2. To approve the Annual Statement of the Chair of the Remuneration Committee and the Annual Report on Remuneration for the year ended 31 December 2014. | 26,134,372 | 5,842 | 9,541 | 33,485 |
3. To declare a final dividend for the year ended 31 December 2014 of 3.7 pence per ordinary share. | 26,172,693 | 1,006 | 9,541 | 0 |
4. To elect A C Bromfield as a Director. | 26,132,214 | 1,000 | 9,541 | 40,485 |
5. To elect S P Good as a Director. | 26,131,208 | 1,000 | 10,547 | 40,485 |
6. To re-elect M-L Clayton as a Director. | 26,161,313 | 3,739 | 8,188 | 10,000 |
7. To re-elect R J Clowes as a Director. | 26,134,208 | 1,006 | 9,541 | 38,485 |
8. To re-elect N G Howard as a Director. | 26,162,313 | 1,386 | 9,541 | 10,000 |
9. To re-elect C G Hurst as a Director. | 26,133,828 | 31,224 | 8,188 | 10,000 |
10. To re-elect D B Stirling as a Director. | 26,131,371 | 33,681 | 8,188 | 10,000 |
11. To re-appoint PricewaterhouseCoopers LLP as Auditors of the Company. | 26,048,477 | 2,233 | 8,188 | 124,342 |
12. To authorise the Directors to determine the Auditors' remuneration. | 26,142,725 | 500 | 8,188 | 31,827 |
13. To authorise the Board to allot shares. | 25,988,154 | 137,342 | 13,188 | 44,556 |
14. To empower the Board pursuant to Section 570(1) of the Companies Act 2006 to allot equity securities. | 25,991,921 | 136,842 | 13,188 | 41,289 |
15. To authorise market purchases of shares. | 26,134,316 | 7,251 | 13,188 | 28,485 |
16. That the Zotefoams Share Incentive Plan be and is hereby approved. | 26,027,633 | 3,342 | 14,194 | 138,071 |
17. That a general meeting other than an annual general meeting may be | 25,547,546 | 621,500 | 14,194 | 0 |
called on not less than 14 clear days' notice. |
Resolutions 1 to 13 inclusive and resolution 16 were passed as ordinary resolutions and resolutions 14, 15 and 17 were passed as special resolutions.
Further details of the resolutions (including the text of the resolutions) are given in the Notice of the 2015 Annual General Meeting which is at the rear of the 2014 Annual Report and Accounts and a copy of which is available on the Company's website and also through the National Storage Mechanism which can be found at http://www.morningstar.co.uk/uk/NSM
James Kindell
Company Secretary
13 May 2015
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