Proxy appointment disclosure: 22 May 2008

The Annual General Meeting of Panmure Gordon & Co. plc was held on 22 May 2008.

All resolutions put to the meeting were approved and were decided on a show of hands.

The following levels of proxy appointments and associated instructions were received prior to the meeting.

1. Receipt of the accounts for the year ended 31 December 2007

For 38,136,330 shares (99.97%)
Against 277 shares (0%)
Chairman’s discretion 10,949 shares (0.03%)
Votes withheld 2 shares
Total proxy votes cast 38,147,681 shares

2. Election of Anthony Cann as a Director

For 35,537,223 shares (97.37%)
Against 949,089 shares (2.6%)
Chairman’s discretion 11,681 shares (0.03%)
Votes withheld 1,649,565 shares
Total proxy votes cast 36,498,118 shares

3. Election of Simon Bax as a Director

For 35,254,991 shares (97.34%)
Against 949,980 shares (2.62%)
Chairman’s discretion 11,657 shares (0.03%)
Votes withheld 1,930,930 shares
Total proxy votes cast 36,216,753 shares

4. Election of Paul Gismondi as a Director

For 33,953,056 shares (94.93%)
Against 1,800,162 shares (5.03%)
Chairman’s discretion 11,656 shares (0.03%)
Votes withheld 2,382,684 shares
Total proxy votes cast 35,764,999 shares

5. Re-election of Tony Caplin as a Director

For 33,737,121 shares (90.75%)
Against 3,428,829 shares (9.22%)
Chairman’s discretion 11,686 shares (0.03%)
Votes withheld 969,922 shares
Total proxy votes cast 37,177,761 shares

6. Re-election of Charles Stonehill as a Director

This resolution was not put to the meeting.

7. Re-election of Richard Wyatt as a Director

This resolution was not put to the meeting.

8. Re-appointment of KPMG Audit Plc as auditors

For 38,123,021 shares (99.94%)
Against 9,579 shares (0.03%)
Chairman’s discretion 11,788 shares (0.03%)
Votes withheld 3,170 shares
Total proxy votes cast 38,144,513 shares

9. Authority to set the remuneration of the auditors

For 38,128,289 shares (99.95%)
Against 7,325 shares (0.02%)
Chairman’s discretion 11,570 shares (0.03%)
Votes withheld 374 shares
Total proxy votes cast 38,147,309 shares

10. Approval of the Directors’ Remuneration Report

For 33,247,035 shares (92.55%)
Against 2,665,352 shares (7.42%)
Chairman’s discretion 12,032 shares (0.03%)
Votes withheld 2,223,139 shares
Total proxy votes cast 35,924,544 shares

11. Declaration of a final dividend

For 38,108,522 shares (99.91%)
Against 23,372 shares (0.06%)
Chairman’s discretion 12,043 shares (0.03%)
Votes withheld 3,621 shares
Total proxy votes cast 38,144,062 shares

12. Authority to allot relevant securities

For 37,652,852 shares (98.72%)
Against 478,054 shares (1.25%)
Chairman’s discretion 11,079 shares (0.03%)
Votes withheld 5,573 shares
Total proxy votes cast 38,142,110 shares

13. Approval of the Accrued Bonus Plan and the Performance Pool Plan

For 33,456,161 shares (92.58%)
Against 2,667,284 shares (7.38%)
Chairman’s discretion 12,481 shares (0.04%)
Votes withheld 2,011,632 shares
Total proxy votes cast 36,136,051 shares

14. Approval of the Performance Share Plan

For 35,163,807 shares (92.74%)
Against 2,742,333 shares (7.23%)
Chairman’s discretion 11,304 shares (0.03%)
Votes withheld 230,114 shares
Total proxy votes cast 37,917,569 shares

15. Authority to disapply the statutory pre-emption rights

For 34,768,462 shares (91.73%)
Against 3,119,190 shares (8.23%)
Chairman’s discretion 14,205 shares (0.04%)
Votes withheld 245,684 shares
Total proxy votes cast 37,901,982 shares

16. Authority to make market purchases of own shares

For 37,977,230 shares (99.57%)
Against 153,395 shares (0.4%)
Chairman’s discretion 10,901 shares (0.03%)
Votes withheld 2,532 shares
Total proxy votes cast 38,141,651 shares

17. Adoption of new Articles of Association

For 37,549,048 shares (98.66%)
Against 496,957 shares (1.31%)
Chairman’s discretion 12,043 shares (0.03%)
Votes withheld 86,010 shares
Total proxy votes cast 38,058,173 shares

18. Changes to the new Articles of Association

For 37,567,914 shares (98.71%)
Against 478,331 shares (1.26%)
Chairman’s discretion 11,788 shares (0.03%)
Votes withheld 86,025 shares
Total proxy votes cast 38,058,158 shares

Notes:
1. Where shareholders have appointed the Chairman of the meeting as their proxy with discretion as to voting, those votes have been cast in favour of all the resolutions.
2. The total number of proxy votes cast excludes votes withheld

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