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  Charles Stanley & Co Ltd
 
 
 
   
   
The Annual General Meeting of Charles Stanley Group Plc was held on 25th July 2007

Total number of shares in issue: 42,511,824. Proxy appointments were received from shareholders of 35,526,866 ordinary shares amounting to 83.56% of the issued share capital.

For resolutions decided on a show of hands, the following levels of proxy appointments and associated instructions were received prior to the meeting:

 Res No:  FOR  AGAINST  Total proxy votes  cast  Withheld
 No of Shares  % of total  No of Shares  % of total
   1  29,776,287  92.06  2,566,381  7.94  32,342,668  3,184,198
   2  35,526,866  100  0  0  35,526,866  0
   3  32,917,825  93.10  2,436,513  6.90  35,354,338  172,528
   4  34,599,706  97.44  907,812  2.56  35,507,518  19,348
   5  35,526,049  99.99  800  0.01  35,526,849  17
   6  35,421,477  99.87  44,600  0.13  35,466,077  60,789
   7  35,478,431  99.87  45,435  0.13  35,523,866  3,000
   8  35,514,512  99.96  12354  0.04  35,526,866  0
 

Voting was by a show of hands. Proxy information was read out for information purposes only.

It should be noted that the appointment of a proxy is not an unequivocally precise indicator of the way that the shareholder would have voted on a poll, it merely reflects their intention at the time the instruction was given. Voting instructions can be changed at any time prior to a poll being completed, and a shareholder having lodged a proxy appointment, is still entitled to attend the meeting and, having heard/participated in the debate, vote their shares themselves as they see fit.

A vote withheld is not a vote in law and so has not been included in the calculation of votes.