2017 Annual General Meeting (“AGM”) Results

Clarissa Elsner

At GVC’s AGM held in Gibraltar today, all resolutions as set out in the Company’s notice of AGM dated 26 April 2017, were approved.

The proxy votes lodged in respect of the AGM resolutions were as follows:

Ordinary ResolutionsTotalForAgainstWithheld
NumberVotes CastNumber% of shares votedNumber% of shares votedNumber
1. To receive the Company’s annual report and
audited accounts for the year ended 31 December 2016
2. To approve the Directors’ remuneration report for 2016227,580,260129,532,00356.92%98,048,25743.08%1,894
3. To approve the Directors’ remuneration policy227,576,480205,214,88590.17%22,361,5959.83%5,674
4. To re-appoint the auditor and authorise the Directors to set the auditor’s remuneration227,578,095220,895,11497.06%6,682,9812.94%4,059
5. To re-elect Paul Miles as a Director227,582,128220,414,07696.85%7,168,0523.15%26
6. To re-elect Will Whitehorn as a Director227,582,128227,367,08699.91%215,0420.09%26
7. To re-elect Kenneth Alexander as a Director227,582,128225,243,47598.97%2,338,6531.03%26
8. To re-elect Karl Diacono as a Director226,184,548183,877,60381.30%42,306,94518.70%1,397,605
9. To re-elect Lee Feldman as a Director223,512,191210,318,15794.10%13,194,0345.90%4,069,963
10. To re-elect Peter Isola as a Director222,149,658183,461,54882.58%38,688,11017.42%5,432,495
11. To re-elect Stephen Morana as a Director227,525,447217,526,72695.61%9,998,7214.39%56,707
12. To re-elect Norbert Teufelberger as a Director227,443,494215,861,53694.91%11,581,9585.09%138,660
13. To approve an update to the share allotment authority227,579,833192,963,50084.79%34,616,33315.21%2,321
Special Resolutions
14. To approve the disapplication of pre-emption rights224,111,061224,091,37699.99%19,6850.01%3,471,093
15. To renew the Company’s share buy-back authority227,580,585226,313,12899.44%1,267,4570.56%1,569

Note: As at 20 June 2017 GVC has 300,668,046 ordinary shares of €0.01 each in issue and the total number of voting rights is 300,668,046.

In response to the number of votes cast against Resolution 2, GVC’s Chairman, Lee Feldman said:

“It should be recognised that the remuneration arrangements disclosed in the 2016 Directors’ remuneration report were agreed when GVC was AIM-listed and fully disclosed in our 2015 prospectus, with more than 95% of GVC’s shareholders approving our long-term incentive plan arrangements in December 2015. In addition, today’s result needs to be seen in the context of the large support for resolution 3, GVC’s remuneration policy, which is more representative of our current and future philosophy. Acknowledging that investors in FTSE250 companies can have different expectations on executive remuneration, GVC’s Remuneration Committee has already embarked on developing a new remuneration policy with its independent remuneration consultant and we have disclosed publicly our aim of consulting with our major shareholders on this matter by October 2017. This process will be led by Jane Anscombe, appointed today an independent Non-executive Director and the new Chair of the Remuneration Committee. Jane will be supported in the consultation by GVC’s Senior Independent Director, Will Whitehorn.”



Robert Hoskin, Company Secretary+350 200 78700
GVC Holdings PLC