2009 ANNUAL GENERAL MEETING - VOTING DISCLOSURE
The following levels of proxy appointment and voting instructions were received prior to the Annual General Meeting:
FOR
RESOLUTION
AGAINST
VOTE WITHHELD
No. of Votes
% of votes
cast
No. of Votes
% of votes
cast
No. of Shares
1
To receive the Directors' report and accounts
477,443,308
99.88%
593,271
0.12%
2,570,233
2
To re-elect as a Director Mr R D Brown
474,172,230
99.11%
4,253,341
0.89%
2,181,241
3
To re-elect as a Director Sir Kevin Smith
472,963,350
99.02%
4,667,510
0.98%
2,975,952
4
To re-elect as a Director Mr W C Seeger, Jr
473,462,302
99.13%
4,180,373
0.87%
2,964,137
5
To re-elect as a Director Mr H C-J Mamsch
475,314,593
99.35%
3,104,514
0.65%
2,187,705
6
To re-elect as a Director Sir Christopher Meyer
474,856,103
99.25%
3,569,702
0.75%
2,181,007
7
To reappoint the auditors
478,102,324
99.93%
346,977
0.07%
2,157,511
8
To authorise the Directors to determine the auditors' remuneration
477,831,473
99.96%
184,680
0.04%
2,590,614
9
To authorise the Directors to allot shares in the Company
471,996,318
98.83%
5,606,847
1.17%
3,003,647
10 To authorise the Directors to disapply pre-emption rights *
477,556,385
99.85%
717,401
0.15%
2,333,026
11 To increase the authorised share capital of the Company
468,616,365
98.09%
9,137,914
1.91%
2,852,533
12 To approve the Directors' Remuneration Report
459,790,612
99.07%
4,315,319
0.93%
16,500,881
13 To authorise the Company to purchase its shares *
477,589,719
99.92%
397,054
0.08%
2,620,039
14 To authorise the Company to make "political donations"
440,614,630
93.48%
30,722,126
6.52%
9,270,056
15 To retain a 14 day notice period for general meetings other than AGMs*
467,398,191
97.91%
9,994,098
2.09%
3,214,523
*
Special Resolution
Notes
1.
2.
3.
The proxy votes are derived from proxy forms received by 2.00 p.m. on 5 May 2009.
Any proxy appointments which gave discretion to the Chairman have been included in the 'FOR' total.
The completion of a proxy form is not necessarily a precise indicator of the way that the shareholder would have voted on a poll, but it reflects their intention at the time the
instruction was given. Voting instructions can be changed at any time prior to a poll being demanded. A shareholder having lodged a proxy form is still entitled to attend the
meeting and vote their shares as they see fit.
4.
5.
The number of votes withheld is determined from instructions received from shareholders on the proxy form. It should also be noted that a vote withheld is not a vote in law and
is not counted in the votes 'FOR' or 'AGAINST' a resolution.
As at 5 May 2009 GKN had 743,903,944 50p ordinary shares in issue.
6.
All resolutions were passed on a show of hands at the Annual General Meeting.