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Wed June 19 2019

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Mears board narrowly defeats shareholder challenge

3 Jun The annual general meeting of building maintenance contractor Mears Group on Friday ended with a tight victory for the board against a discontented shareholder trying to get its own nominees on the board.

As we have previously reported, PrimeStone Irish Capital Holdco DAC wanted two of its nominees elected to Mears board, against the wishes of the current directors. PrimeStone owns 13.5% of Mears, making it the company’s biggest shareholder.

Primestone said that the Mears board had too many directors with a background in social housing or charities and it needed more business expertise. It nominated former Jockey Club chief Andrew Coppel and former Severfield CEO Ian Lawson to be non-executive directors of Mears. [See our previous report here.]

The Mears board, however, argued that the process of appointing directors should not be hi-jacked by shareholders but rather “should be conducted by the nominations committee of the board after an appropriate external search open to a broad range of candidates followed by a diligent review process”. This is process is ongoing, with two more board appointments expected in due course.

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In the event, the election of Andrew Coppel was voted down at the AGM by 49,826,120 against 46,178,165 in favour. Ian Lawson’s election was opposed by 53,653,884 votes, with 43,161,940 in favour.

Mears chairman Kieran Murphy said: "I am pleased that the majority of shareholders have supported the board in its decision to appoint two new non-executive directors in accordance with the best standards of corporate governance.  The board will continue to engage with shareholders during this process.

"This is an important year for Mears and we look forward to now focusing our attention on ensuring that the group delivers on its plans for the benefit of all shareholders."

MPU

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