News

22/04/2021

Results of Resolutions considered at General Meeting

Dignity plc (the “Company”) announces that at the general meeting of shareholders held earlier today, both of the resolutions proposed by Phoenix UK Fund Limited (“Phoenix”), the Company’s largest shareholder (currently holding approximately 29.9% of the Company’s voting share capital) were passed. The voting was conducted on a poll, with all valid proxy votes being cast by the chairman of the meeting.

The voting on each resolution was as follows:-

• Resolution 1 – To remove Clive Whiley as a director of the Company.
  • 24,206,179 shares (approximately 55%) were voted FOR this resolution.
  • 20,114,682 shares (approximately 45%) were voted AGAINST this resolution.
• Resolution 2 – To appoint Gary Channon as an executive director of the Company.
  • 26,799,557 shares (approximately 61%) were voted FOR this resolution.
  • 17,521,304 shares (approximately 39%) were voted AGAINST this resolution.

Votes on both resolutions were cast in respect of approximately 88% of the company’s issued share capital. Excluding the votes cast on the resolutions by Phoenix, the views expressed by other shareholders were substantially in support of the independent directors’ recommendation to vote against the resolutions.

At the meeting, the acting chairman, Dean Moore, made the following statement:-

“At the request of a number of the company’s larger shareholders, since this shareholder meeting was convened, the independent directors have held substantive discussions with both Phoenix and Clive Whiley in order to try and find a mutually acceptable solution which would allow the Company to benefit from the continued involvement of both Clive Whiley and Gary Channon (as a representative of the Company’s largest shareholder) in developing the Company’s strategy for the consideration of all shareholders. A proposal was put to Phoenix whereby Clive Whiley would continue as Chairman, but in a non-executive capacity, with Gary Channon being appointed as interim chief executive officer until a more permanent appointment can be made. In spite of the best efforts of the independent directors and the willingness of Clive Whiley to proceed in this manner, unfortunately it has not been possible to reach such a compromise.”

As a result of these developments, Clive Whiley has ceased to be a director of the Company and Gary Channon has been appointed as an executive director, in each case with immediate effect.

In addition (and as foreshadowed in the Company’s circular to shareholders dated 29 March 2021), each of the independent directors, being Gillian Kent, Dean Moore and Paul Humphreys believe their positions as directors as a result of the resolutions being passed will be seriously compromised. Gillian Kent and Paul Humphreys have reluctantly concluded that they would be unable properly to perform their duties as directors on the reconstituted board. They have accordingly tendered their respective resignations from the board with immediate effect. Dean Moore has also tendered his resignation, although given his position as interim executive finance director, he has expressed his willingness to serve his three months’ notice period should the newly constituted board request this.

The newly reconstituted board comprises Gary Channon, James Wilson and Andrew Judd and it will be for that board to determine respective roles and duties.

A further announcement will be made in due course.

Tim George
Company Secretary
22^nd April 2021

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