Results of the Annual General Meeting held on 26 April 2017

26 April 2017

Henderson Group plc reports that the resolutions contained in the Notice of Annual General Meeting (dated 2 March 2017 and lodged with the ASX and the National Storage Mechanism:www.hemscott.com/nsm.do) were each passed by the requisite majority of shareholders on 26 April 2017.

All resolutions were decided on a poll.

No resolutions were amended or withdrawn. The full text of each resolution is contained in the Notice of Annual General Meeting. Capitalised terms used below have the same meaning as in the Notice of Annual General Meeting.

Resolution 1: Annual Report and Accounts

It was resolved, as an ordinary resolution, to receive the Annual Report and Accounts.

For

%

Against

%

Votes withheld*

Proxy's Discretion

Total
(excluding votes withheld)

% of ISC

Voted**

Total number of proxy votes exercisable by all proxies validly appointed:

759,254,874

67.08%

175,389

0.02%

492,184

1,658,054

761,088,317

67.24%

Total number of votes cast on the poll:

761,565,820

99.98%

175,121

0.02%

492,184

761,740,941

67.30%

Resolution 2: Directors' Remuneration Report

It was resolved, as an ordinary resolution, to approve the Directors' Remuneration Report.

For

%

Against

%

Votes withheld*

Proxy's Discretion

Total
(excluding votes withheld)

% of ISC

Voted**

Total number of proxy votes exercisable by all proxies validly appointed:

652,975,065

57.69%

105,208,895

9.30%

1,768,277

1,598,298

759,782,258

67.13%

Total number of votes cast on the poll:

655,233,879

86.17%

105,201,315

13.83%

1,767,965

760,435,194

67.19%

Resolution 3: Dividend

It was resolved, as an ordinary resolution, to declare a final dividend of 7.30 pence per share.

For

%

Against

%

Votes withheld*

Proxy's Discretion

Total
(excluding votes withheld)

% of ISC

Voted**

Total number of proxy votes exercisable by all proxies validly appointed:

759,521,599

67.10%

118,949

0.01%

312,570

1,617,279

761,257,827

67.26%

Total number of votes cast on the poll:

761,791,502

99.98%

118,949

0.02%

312,570

761,910,451

67.32%

Resolution 4

It was resolved, as an ordinary resolution, to re-appoint Ms S F Arkle as a Director of the Company.

For

%

Against

%

Votes withheld*

Proxy's Discretion

Total
(excluding votes withheld)

% of ISC

Voted**

Total number of proxy votes exercisable by all proxies validly appointed:

758,364,889

67.00%

907,085

0.08%

674,186

1,617,513

760,889,487

67.23%

Total number of votes cast on the poll:

760,635,606

99.88%

906,505

0.12%

674,186

761,542,111

67.28%

Resolution 5

It was resolved, as an ordinary resolution, to re-appoint Ms K Desai as a Director of the Company.

For

%

Against

%

Votes withheld*

Proxy's Discretion

Total
(excluding votes withheld)

% of ISC

Voted**

Total number of proxy votes exercisable by all proxies validly appointed:

758,393,436

67.01%

886,280

0.08%

667,032

1,617,235

760,896,951

67.23%

Total number of votes cast on the poll:

760,663,875

99.88%

885,700

0.12%

667,032

761,549,575

67.28%

Resolution 6

It was resolved, as an ordinary resolution, to re-appoint Mr K C Dolan as a Director of the Company.

For

%

Against

%

Votes withheld*

Proxy's Discretion

Total
(excluding votes withheld)

% of ISC

Voted**

Total number of proxy votes exercisable by all proxies validly appointed:

758,383,424

67.00%

856,759

0.08%

685,384

1,620,453

760,860,636

67.22%

Total number of votes cast on the poll:

760,657,081

99.89%

856,179

0.11%

685,384

761,513,260

67.28%

Resolution 7

It was resolved, as an ordinary resolution, to re-appoint Mr A J Formica as a Director of the Company.

For

%

Against

%

Votes withheld*

Proxy's Discretion

Total
(excluding votes withheld)

% of ISC

Voted**

Total number of proxy votes exercisable by all proxies validly appointed:

754,538,099

66.66%

1,074,677

0.09%

4,333,943

1,617,687

757,230,463

66.90%

Total number of votes cast on the poll:

756,395,271

99.86%

1,074,097

0.14%

4,747,662

757,469,368

66.92%

Resolution 8

It was resolved, as an ordinary resolution, to re-appoint Mr R D Gillingwater as a Director of the Company.

For

%

Against

%

Votes withheld*

Proxy's Discretion

Total
(excluding votes withheld)

% of ISC

Voted**

Total number of proxy votes exercisable by all proxies validly appointed:

755,802,273

66.78%

3,511,116

0.31%

633,166

1,617,527

760,930,916

67.23%

Total number of votes cast on the poll:

758,036,890

99.54%

3,510,536

0.46%

669,280

761,547,426

67.28%

Resolution 9

It was resolved, as an ordinary resolution, to re-appoint Mr T F How as a Director of the Company.

For

%

Against

%

Votes withheld*

Proxy's Discretion

Total
(excluding votes withheld)

% of ISC

Voted**

Total number of proxy votes exercisable by all proxies validly appointed:

756,905,763

66.87%

2,353,161

0.21%

671,155

1,622,228

760,881,152

67.23%

Total number of votes cast on the poll:

759,181,195

99.69%

2,352,581

0.31%

671,155

761,533,776

67.28%

Resolution 10

It was resolved, as an ordinary resolution, to re-appoint Mr R C H Jeens as a Director of the Company.

For

%

Against

%

Votes withheld*

Proxy's Discretion

Total
(excluding votes withheld)

% of ISC

Voted**

Total number of proxy votes exercisable by all proxies validly appointed:

757,819,640

66.95%

1,434,068

0.13%

658,088

1,640,473

760,894,181

67.23%

Total number of votes cast on the poll:

760,113,317

99.81%

1,433,488

0.19%

658,088

761,546,805

67.28%

Resolution 11

It was resolved, as an ordinary resolution, to re-appoint Ms A C Seymour-Jackson as a Director of the Company.

For

%

Against

%

Votes withheld*

Proxy's Discretion

Total
(excluding votes withheld)

% of ISC

Voted**

Total number of proxy votes exercisable by all proxies validly appointed:

758,150,476

66.98%

943,591

0.08%

625,848

1,640,797

760,734,864

67.21%

Total number of votes cast on the poll:

760,444,477

99.88%

943,011

0.12%

625,848

761,387,488

67.27%

Resolution 12

It was resolved, as an ordinary resolution, to re-appoint Mr R M J Thompson as a Director of the Company.

For

%

Against

%

Votes withheld*

Proxy's Discretion

Total
(excluding votes withheld)

% of ISC

Voted**

Total number of proxy votes exercisable by all proxies validly appointed:

758,156,388

66.98%

1,126,260

0.10%

587,374

1,665,161

760,947,809

67.23%

Total number of votes cast on the poll:

760,474,753

99.85%

1,125,680

0.15%

587,374

761,600,433

67.29%

Resolution 13

It was resolved, as an ordinary resolution, to re-appoint Mr P C Wagstaff as a Director of the Company.

For

%

Against

%

Votes withheld*

Proxy's Discretion

Total
(excluding votes withheld)

% of ISC

Voted**

Total number of proxy votes exercisable by all proxies validly appointed:

743,881,222

65.72%

15,414,362

1.36%

614,717

1,642,600

760,938,184

67.23%

Total number of votes cast on the poll:

745,805,339

97.98%

15,413,782

2.02%

986,404

761,219,121

67.25%

Resolution 14: Reappointment of the Auditors

It was resolved, as an ordinary resolution, to re-appoint PricewaterhouseCoopers LLP as Auditors to the Company.

For

%

Against

%

Votes withheld*

Proxy's Discretion

Total
(excluding votes withheld)

% of ISC

Voted**

Total number of proxy votes exercisable by all proxies validly appointed:

753,128,225

66.54%

6,296,384

0.56%

509,630

1,638,502

761,063,111

67.24%

Total number of votes cast on the poll:

755,419,663

99.17%

6,296,072

0.83%

509,630

761,715,735

67.30%

Resolution 15: Remuneration of the Auditors

It was resolved, as an ordinary resolution, to authorise the Directors to agree the Auditors' remuneration.

For

%

Against

%

Votes withheld*

Proxy's Discretion

Total
(excluding votes withheld)

% of ISC

Voted**

Total number of proxy votes exercisable by all proxies validly appointed:

753,500,739

66.57%

4,924,193

0.44%

1,506,387

1,637,124

760,062,056

67.15%

Total number of votes cast on the poll:

755,791,111

99.35%

4,923,569

0.65%

1,506,387

760,714,680

67.21%

Resolution 16: Authority to purchase own shares

It was resolved, as a special resolution, to authorise the Company to purchase its own shares.

For

%

Against

%

Votes withheld*

Proxy's Discretion

Total
(excluding votes withheld)

% of ISC

Voted**

Total number of proxy votes exercisable by all proxies validly appointed:

756,928,474

66.88%

1,331,815

0.12%

1,657,717

1,636,642

759,896,931

67.14%

Total number of votes cast on the poll:

759,218,052

99.82%

1,331,503

0.18%

1,657,717

760,549,555

67.20%

Resolution 17: Contingent Purchase Contract

It was resolved, as a special resolution, to authorise the Company to enter into a Contingent Purchase Contract.

For

%

Against

%

Votes withheld*

Proxy's Discretion

Total
(excluding votes withheld)

% of ISC

Voted**

Total number of proxy votes exercisable by all proxies validly appointed:

756,503,843

66.84%

1,561,723

0.14%

1,833,372

1,638,638

759,704,204

67.12%

Total number of votes cast on the poll:

758,795,417

99.79%

1,561,411

0.21%

1,833,372

760,356,828

67.18%

Resolution 18: Authority to purchase own CDIs

It was resolved, as a special resolution, to authorise the Company to purchase its own CDIs.

For

%

Against

%

Votes withheld*

Proxy's Discretion

Total
(excluding votes withheld)

% of ISC

Voted**

Total number of proxy votes exercisable by all proxies validly appointed:

756,695,079

66.86%

1,427,722

0.13%

1,791,033

1,640,382

759,763,183

67.13%

Total number of votes cast on the poll:

758,988,665

99.81%

1,427,142

0.19%

1,791,033

760,415,807

67.18%

* A 'vote withheld' is not a vote in law. These were not counted in the calculation of the proportion of the votes for and against each of the resolutions.

** Issued Share Capital as of 28 April 2016 - 1,131,842,110

Media enquiries

Angela Warburton

+44 (0) 20 7818 3010

angela.warburton@henderson.com

United Kingdom: FTI Consulting

Andrew Walton

Asia Pacific: Honner Rebecca Piercy

+44 (0) 20 3727 1514

+61 (0) 2 8284 3740

Henderson Group plc published this content on 26 April 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 26 April 2017 15:40:26 UTC.

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