N BROWN GROUP PLC - RESULTS
OF AGM AND CONFIRMATION OF BOARD CHANGE
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
Thursday 18 July 2024 all resolutions were duly passed. Details of
the resolutions are set out in full in the Notice of AGM made
available to shareholders on 18 June 2024. 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 12 (inclusive) were passed as ordinary
resolutions and Resolution 13 was passed as a special
resolution.
The results of votes cast for each
resolution were as follows:
|
|
RESOLUTION
|
VOTES
FOR
|
%
FOR
|
VOTES
AGAINST
|
%
AGAINST
|
VOTES
WITHHELD
|
|
1
|
To receive the audited accounts and
the auditors' and directors' reports for the 52 week period ended 2
March 2024.
|
382,696,066
|
99.98
|
93,567
|
0.02
|
17,375
|
|
2
|
To approve the directors' remuneration report
for the 52 week period ended 2 March 2024.
|
382,534,148
|
99.93
|
257,901
|
0.07
|
14,959
|
|
3
|
To re-appoint Steve Johnson as
director.
|
382,581,600
|
99.95
|
198,513
|
0.05
|
26,895
|
|
4
|
To re-appoint Lord Alliance of Manchester CBE
as a director.
|
382,476,003
|
99.92
|
307,846
|
0.08
|
23,159
|
|
5
|
To re-appoint Michael Ross as a
director.*
|
382,608,845
|
99.95
|
176,203
|
0.05
|
21,960
|
|
6
|
To re-appoint Joshua Alliance as a
director.
|
382,460,308
|
99.92
|
319,805
|
0.08
|
26,895
|
|
7
|
To re-appoint Dominic Platt as a
director.*
|
382,594,690
|
99.95
|
175,108
|
0.05
|
37,210
|
|
8
|
To re-appoint Meg Lustman as a
director.*
|
382,600,824
|
99.95
|
184,224
|
0.05
|
21,960
|
|
9
|
To re-appoint Dominic Appleton as a
director.
|
382,602,711
|
99.95
|
177,402
|
0.05
|
26,895
|
|
10
|
To re-appoint Ernst & Young as
auditors.
|
382,676,371
|
99.97
|
107,479
|
0.03
|
23,158
|
|
11
|
To authorise the Audit and Risk
Committee of the board of directors to determine the auditors' remuneration.
|
382,679,398
|
99.97
|
101,158
|
0.03
|
26,152
|
|
12
|
Director's authorisation to allot
shares in the Company … up to an aggregate nominal amount of
£17,069,869. †
|
382,579,045
|
99.95
|
206,004
|
0.05
|
21,158
|
|
13
|
Director's authorisation, subject to the
passing of resolution 12, to allot equity securities for cash.
†
|
382,512,585
|
99.93
|
271,265
|
0.07
|
23,158
|
KEY:
* 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
463,325,018 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 463,325,018.
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 change
Following the announcement made on
29 April 2024, Vicky Mitchell has stepped down as a Board Director,
as planned, following the conclusion of the Company's AGM today.
The Board would like to thank Vicky for her contributions to the
Group.
Following these changes, the Board
will comprise of the Interim Executive Chair and Chief Executive
Officer, the CFO and five Non-Executive Directors, three of whom
are considered to be independent.
For
further information:
|
N
Brown Group
|
|
|
David Fletcher, Head of Investor
Relations
|
+44
(0)7876 111 242
|
|
Hawthorn
|
|
|
Henry Lerwill
Simon Woods
|
+44
(0)7894 608 607
+44
(0)7719 078 196
nbrown@hawthornadvisors.com
|
|
Shore Capital - Nomad and Broker
Stephane Auton / Daniel Bush /
Rachel Goldstein
Fiona Conroy (Corporate
Broking)
|
+44 (0) 20
7408 4090
|
About N Brown Group:
N Brown is a top 10 UK clothing and
footwear digital retail platform, with a home proposition,
headquartered in Manchester and employs around 1,700 people
nationwide. Through our strategic retail brands including JD
Williams, Simply Be and Jacamo, we exist to make our customers look
and feel amazing, and take great pride in passionately championing
inclusion and serving the under-served. Our customer-first shopping
experience, supported by our innovative financial services
proposition, is designed to deliver choice, affordability, and
value to our customers, and allows us to be truly inclusive and
accessible.