Grafton Group plc (GFTU) Earnings Call Transcript & Summary

Good morning, ladies and gentlemen. I would like to welcome you to the Annual General Meeting of Grafton Group plc, which is being held in Heron House, Sandyford Business Park, Dublin 18. I declare the meeting open. On the line, we also have Stephen Hegarty from Arthur Cox Solicitors; Paul O'Connor from PricewaterhouseCoopers, who are auditors to Grafton Group plc; and a number of the directors of Grafton Group plc. My name is Vincent Crowley, and I am a nonexecutive director of the company. I have been appointed by the Board as Chairman of this AGM. Grafton considers the health, safety and wellbeing of shareholders and colleagues to be a priority, and has therefore implemented the government restrictions and the measures advised by the HSE to minimize the spread of COVID-19 in relation to the holding of this AGM. It has therefore been necessary to hold today's AGM as a closed meeting. The length of today's meeting will be reduced substantially, limiting it to the formal business required. Thank you all for your cooperation in these difficult circumstances and your help in ensuring the company adheres to the government's restrictions and the HSE instructions. Under Article 54 of the company's Articles of Association, the quorum for this meeting is 4 persons. I am joined this morning by Charles Rinn, Company Secretary; Susan Lannigan, Deputy Company Secretary; and Keith Syms, Group Insurance Manager. And as the 4 of us are all shareholders, I can confirm that a quorum has been validly constituted and the meeting may proceed to business. In addition, I have received proxy votes of approximately 151,700,000, representing approximately 64% of the voting rights in the company in respect of the resolutions tabled to the meeting. A circular containing the notice convening the meeting has been circulated to all shareholders, either directly or through publication on the group's website. Ordinarily, the requisite notice of the meeting has been given and a copy of the notice of the meeting has been given to each shareholder attending this meeting. I therefore take the notice of the meeting as read. A trading update was issued by the group this morning and is available on the group website, www.graftonplc.com. I now propose that each of the resolutions described in the notice be put to the meeting. Before explaining the voting arrangements, I will now provide a brief summary of each resolution. An explanation of the resolutions is also provided in the notice. Resolution 1 asks shareholders to receive and consider the financial statements for the year ended 31 December 2019, together with the reports of the directors and the auditors thereon, and to review the company's affairs. Proxy votes appointing the Chairman in respect of resolution 1 were as follows: for the resolution, 150,340,379, which is 99.22%; against, 1,186,924, which is 0.78%; and votes withheld were 253,757. Resolutions 2a to g deal with the election or reelection of directors. The Board has agreed that all directors will retire and seek election or reelection, with the exception of Frank van Zanten, who has indicated that he will step down from the Board at the conclusion of this AGM. Proxy votes appointing the Chairman in respect of resolutions 2a to g were as follows: resolution 2a, Michael Roney, for, 130,566,298, which is 86.09%; against, 21,090,587, which is 13.91%; and votes withheld were 124,175. Resolution 2b in relation to Paul Hampden Smith: for, 151,576,424, which is 99.87%; against, 204,312, which is 0.13%; and votes withheld were 325. Resolution 2c in relation to Susan Murray: for, 151,575,573, which is 99.86%; against, 205,163, which is 0.14%; and votes withheld were 325. Resolution 2d in relation to Vincent Crowley: for, 151,577,471, which is 99.87%; against, 203,265, which is 0.13%; and votes withheld were 325. Resolution 2e in relation to Rosheen McGuckian: for, 151,760,714, which is 99.99%; against, 19,490, which is 0.01%; and votes withheld were 857. Resolution 2f in relation to David Arnold: for, 150,820,639, which is 99.41%; against, 894,038, which is 0.59%; and votes withheld were 66,384. On resolution 2g in relation to Gavin Slark: for, 151,630,200, which is 99.95%; against was 81,477, which is 0.05%; and votes withheld were 3 -- 69,384. Resolution 3 is an advisory nonbinding resolution concerning the continuation in office of PricewaterhouseCoopers as auditors of the company. Proxy votes appointing the Chairman in respect of resolution 3 were as follows: for were 151,777,440, which is 99.99%; against was 3,621, which is 0.01%; and there were no votes withheld. Resolution 4 authorizes the directors to fix the remuneration of the auditors for the year ended 31 December 2020. Proxy votes appointing the Chairman in respect of resolution 4 were as follows: for, 151,780,480, which is 99.99%; against were 581, which is 0.01%; and there were no votes withheld. In resolution 5, the Board is proposing to submit the annual statements of the Chairman of the Remuneration Committee and the annual report of -- on the remuneration of the Remuneration Committee as set out on pages 81 to 83 and 90 to 97, respectively, of the 2019 Annual Report to a nonbinding advisory vote. Proxy votes appointing the Chairman in respect of resolution 5 were as follows: for the resolution, 147,274,322, which is 99.44%; against was 823,144, which is 0.56%; and votes withheld were 3,683,594. In resolution 6, the Board is proposing to submit a new remuneration policy, which is set out on pages 84 to 89 of the 2019 Annual Report to a nonbinding advisory vote. Proxy votes appointing the Chairman in respect of resolution 6 were as follows: for were 141,315,806, which is 94.54%; against, 8,158,554, which is 5.46%; and votes withheld were 2,306,700. Resolution 7 will maintain the existing authority in the Articles of Association, which permits the company to convene an Extraordinary General Meeting by at least 14 clear days' notice in writing, where the purposes of the meeting is to consider an ordinary resolution. Proxy votes appointing the Chairman in respect of resolution 7 were as follows: for the resolution, 149,537,737 or 98.57%; against, 2,176,565 or 1.43%; and votes withheld were 66,759. In resolution 8, shareholders are being asked to renew the director's authority to allot and issue shares up to an aggregate amount of EUR 3,094,657. This is equal to approximately 26% of the nominal value of the existing issued ordinary share capital of the company. Proxy votes appointing the Chairman in respect of resolution 8 were as follows: for the resolution, 151,135,573, which is 99.58%; against the resolution, 644,064, which is 0.42%; and votes withheld were 1,424. Resolution 9 asks shareholders to empower directors to allot shares for cash, otherwise than in accordance with statutory preemption rights, a way of rights issue up to the amount of the unissued share capital of the company or otherwise up to an aggregate amount, which is the nominal value of EUR 594,541. This limit is equivalent to approximately 5% of the nominal value of the issued ordinary share capital of the company. Proxy votes appointing the Chairman in respect of resolution 9 were as follows: for the resolution, 151,686,516, which is 99.99%; against was 20,577, which is 0.01%; and votes withheld were 73,968. Under resolution 10, shareholders have been asked to renew the authority granted by shareholders at the 2019 AGM to make stock market purchases of up to 10% of the company's own shares. Proxy votes appointing the Chairman in respect of resolution 10 were as follows: for the resolution, 150,491,773, which is 99.21%; against, 1,203,655, which is 0.79%; and votes withheld were 49,728. In resolution 11, shareholders are being asked to sanction the price range at which any treasury shares may be reissued other than on the stock exchange. The treasury share is a share that is bought and held by the company rather than being canceled. Proxy votes appointing the Chairman in respect of resolution 11 were as follows: for the resolution, 151,688,487, which is 99.99%; against the resolution, 5,428, which is 0.01%; and votes withheld were 51,242. Shareholders were invited to submit questions prior to the commencement of this meeting by sending an e-mail with evidence of their shareholding to [email protected] or by post to the Company Secretary. At the time of the commencement of this meeting, no questions have been received. I propose that each of the resolutions included in the notice of today's meeting are now put to a vote by way of a poll. I have received proxy votes in the number of approximately 151,700,000, representing approximately 64% of the voting rights in the company in respect to the resolutions tabled. An additional 2,172 proxy votes have also been received appointing Charles Rinn, a shareholder who is present at today's meeting other than myself. A poll will now be conducted by Link Registrars, and I now instruct Link Registrars to commence the poll and deliver the results to me once they have completed the formal process. The results of the poll will be announced later today on the company's website, www.graftonplc.com. While a vote withheld is not a vote for the purposes of today's poll, details of such votes withheld will also be provided in this announcement. On behalf of the Board, I would like to express gratitude to each of our colleagues for their commitment and support at this difficult time. In conclusion, I thank you for your cooperation and understanding regarding the restricted nature of this meeting. I hope that you and your families stay healthy and safe. And I now declare the meeting and the poll closed. That concludes the business of the Annual General Meeting. Thank you.