22 May 2025
Convatec Group Plc
("Convatec" or "the Company")
Results of the Annual General Meeting
Convatec's Annual General Meeting ("AGM") was held at FGS Global, The Adelphi, 1-11 John Adam Street, London WC2N 6HT on Thursday, 22 May 2025 at 14:00.
All resolutions set out in the Notice of Meeting were duly passed by way of a poll. The results are set out below:
|
For1 |
Against1 |
Votes total |
% of ISC voted3 |
Withheld2 |
||||
|
Resolution |
No of shares |
% |
No of shares |
% |
||||
|
1 |
To receive the Annual Report and Accounts 2024 |
1,859,153,095 |
100.00% |
357 |
0.00% |
1,859,153,452 |
90.70% |
0.12% |
|
2 |
To approve the Directors' Remuneration Report |
1,827,586,209 |
98.20% |
33,510,408 |
1.80% |
1,861,096,617 |
90.79% |
0.02% |
|
3 |
To approve the New Remuneration Policy |
1,225,892,782 |
67.04% |
602,748,451 |
32.96% |
1,828,641,233 |
89.21% |
1.79% |
|
4 |
To declare Final Dividend |
1,861,239,025 |
100.00% |
357 |
0.00% |
1,861,239,382 |
90.80% |
0.01% |
|
5 |
To re-elect Dr John McAdam as a Director |
1,857,368,570 |
99.80% |
3,799,586 |
0.20% |
1,861,168,156 |
90.80% |
0.01% |
|
6 |
To re-elect Karim Bitar as a Director |
1,860,834,913 |
99.98% |
393,354 |
0.02% |
1,861,228,267 |
90.80% |
0.01% |
|
7 |
To re-elect Jonny Mason as a Director |
1,857,599,313 |
99.80% |
3,632,298 |
0.20% |
1,861,231,611 |
90.80% |
0.01% |
|
8 |
To re-elect Margaret Ewing as a Director |
1,860,699,389 |
99.98% |
445,784 |
0.02% |
1,861,145,173 |
90.80% |
0.01% |
|
9 |
To re-elect Brian May as a Director |
1,836,326,640 |
98.67% |
24,818,533 |
1.33% |
1,861,145,173 |
90.80% |
0.01% |
|
10 |
To re-elect Professor Constantin Coussios as a Director |
1,857,806,020 |
99.82% |
3,337,951 |
0.18% |
1,861,143,971 |
90.80% |
0.01% |
|
11 |
To re-elect Heather Mason as a Director |
1,860,666,861 |
99.97% |
469,206 |
0.03% |
1,861,136,067 |
90.80% |
0.01% |
|
12 |
To re-elect Kim Lody as a Director |
1,857,805,175 |
99.82% |
3,337,951 |
0.18% |
1,861,143,126 |
90.80% |
0.01% |
|
13 |
To re-elect Sharon O'Keefe as a Director |
1,857,687,019 |
99.82% |
3,431,921 |
0.18% |
1,861,118,940 |
90.80% |
0.01% |
|
14 |
To re-appoint Deloitte LLP as auditors |
1,859,049,205 |
99.97% |
474,329 |
0.03% |
1,859,523,534 |
90.72% |
0.10% |
|
15 |
To authorise the Audit and Risk Committee on behalf of the Board to agree the auditors' remuneration |
1,861,086,418 |
99.99% |
140,830 |
0.01% |
1,861,227,248 |
90.80% |
0.01% |
|
16 |
To approve the Convatec Group Omnibus Incentive Plan. |
1,383,218,387 |
75.64% |
445,433,823 |
24.36% |
1,828,652,210 |
89.21% |
1.79% |
|
17 |
To authorise political donations and political expenditure |
1,826,036,560 |
98.11% |
35,154,792 |
1.89% |
1,861,191,352 |
90.80% |
0.01% |
|
18 |
To authorise the Directors to allot shares |
1,691,265,786 |
90.87% |
169,902,975 |
9.13% |
1,861,168,761 |
90.80% |
0.01% |
|
19 |
To authorise the Directors to disapply pre-emption rights* |
1,727,143,179 |
92.80% |
133,938,227 |
7.20% |
1,861,081,406 |
90.79% |
0.02% |
|
20 |
To authorise the Directors to disapply pre-emption rights in connection with an acquisition or specified capital investment* |
1,679,395,885 |
90.63% |
173,609,702 |
9.37% |
1,853,005,587 |
90.40% |
0.45% |
|
21 |
To authorise the Directors to make market purchases of own shares* |
1,860,535,148 |
99.99% |
132,334 |
0.01% |
1,860,667,482 |
90.77% |
0.04% |
|
22 |
To authorise the calling of a general meetings on 14 clear days' notice* |
1,768,872,258 |
95.04% |
92,347,152 |
4.96% |
1,861,219,410 |
90.80% |
0.01% |
Notes to the disclosure:
*Special Resolution
1. Votes "For" and "Against" are expressed as a percentage of votes received.
2. A "Vote withheld" is not a vote in law and is not counted in the calculation of the votes "For" or "Against" a resolution.
3. Total number of shares in issue is 2,049,789,559 (90.8% of capital was voted).
Computershare acted as scrutineer of the poll on all resolutions.
We note support received for all resolutions today. We acknowledge that whilst a majority of shareholders voted in favour of Resolution 3 (Directors' Remuneration Policy) and Resolution 16 (Convatec Group Omnibus Incentive Plan), the overall vote level for each was below 80%. The Board engaged extensively with shareholders throughout the development of our remuneration proposals and is committed to ongoing engagement with investors. We will provide an update within six months of today's meeting, consistent with the UK Corporate Governance Code.
In accordance with UKLR 6.4.2, copies of the resolutions that do not constitute ordinary business that were passed at the Annual General Meeting have been submitted to the National Storage Mechanism and will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Enquiries
James Kerton, Company Secretary
Tel: +44 (7827) 036059
Email: cosec@convatec.com
Convatec Group Plc's LEI code is 213800LS272L4FIDOH92
About Convatec
Pioneering trusted medical solutions to improve the lives we touch: Convatec is a global medical products and technologies company, focused on solutions for the management of chronic conditions, with leading positions in Advanced Wound Care, Ostomy Care, Continence Care, and Infusion Care. With more than 10,000 colleagues, we provide our products and services in around 90 countries, united by a promise to be forever caring. Our solutions provide a range of benefits, from infection prevention and protection of at-risk skin, to improved patient outcomes and reduced care costs. Convatec's revenues in 2024 were over $2 billion. The company is a constituent of the FTSE 100 Index (LSE:CTEC). To learn more please visit http://www.convatecgroup.com