25 May 2023
Headlam Group plc
('Headlam' or the 'Company')
2023 Annual General Meeting ('AGM') Poll Results
The Board of Headlam is pleased to announce that all the resolutions put to its shareholders at the AGM held earlier today were duly passed by the requisite majorities on a poll.
In accordance with Listing Rule 9.6.2, copies of the special business resolutions (16, 17, 18, and 19) passed at the AGM will be submitted to the National Storage Mechanism and will shortly be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
The results of the poll for each resolution are shown below:
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| Resolution | Votes For (including discretionary votes) | Votes Against | Votes Withheld | Total Votes Cast (excluding Votes Withheld) | |||
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| No. of Votes | % of votes cast | No. of Votes | % of votes cast | No. of Shares | No. of Votes | % of Issued Share Capital** |
| 1. | Receive the Annual Report and Accounts | 65,194,836 | 99.99 | 1,090 | 0.01 | 953 | 65,195,926 | 80.72 |
| 2. | Approve the Remuneration Policy | 57,419,745 | 90.72 | 5,873,173 | 9.28 | 1,903,961 | 63,292,918 | 78.36 |
| 3. | Approve the Remuneration Report | 62,593,843 | 99.22 | 492,960 | 0.78 | 2,110,076 | 63,086,803 | 78.11 |
| 4. | Declare the final ordinary dividend | 64,984,045 | 99.99 | 3,270 | 0.01 | 209,564 | 64,987,315 | 80.46 |
| 5. | Elect Jemima Bird | 64,985,775 | 99.99 | 1,090 | 0.01 | 210,014 | 64,986,865 | 80.46 |
| 6. | Elect Karen Hubbard | 64,986,225 | 99.99 | 1,090 | 0.01 | 209,564 | 64,987,315 | 80.46 |
| 7. | Elect Robin Williams | 64,028,074 | 98.52 | 959,241 | 1.48 | 209,564 | 64,987,315 | 80.46 |
| 8. | Re-elect Chris Payne | 64,114,682 | 98.66 | 872,633 | 1.34 | 209,564 | 64,987,315 | 80.46 |
| 9. | Re-elect Keith Edelman | 61,115,487 | 94.04 | 3,871,377 | 5.96 | 210,015 | 64,986,864 | 80.46 |
| 10. | Re-elect Stephen Bird | 63,570,559 | 97.82 | 1,416,756 | 2.18 | 209,564 | 64,987,315 | 80.46 |
| 11. | Re-appoint PricewaterhouseCoopers LLP as the Auditor | 65,042,895 | 99.76 | 153,377 | 0.24 | 607 | 65,196,272 | 80.72 |
| 12. | Authorise the Directors to determine Auditor's remuneration | 65,191,782 | 99.99 | 4,490 | 0.01 | 607 | 65,196,272 | 80.72 |
| 13. | Authorise allotment of shares | 63,064,955 | 97.05 | 1,919,835 | 2.95 | 212,089 | 64,984,790 | 80.46 |
| 14. | Approve the Headlam Management Incentive Plan | 63,824,375 | 97.91 | 1,364,079 | 2.09 | 8,425 | 65,188,454 | 80.71 |
| 15. | Approve amendment to the Headlam 2017 Performance Share Plan | 63,956,037 | 98.10 | 1,237,810 | 1.90 | 3,032 | 65,193,847 | 80.72 |
| 16. | Disapply pre-emption rights* (General) | 57,725,473 | 88.83 | 7,258,867 | 11.17 | 212,539 | 64,984,340 | 80.46 |
| 17. | Disapply pre-emption rights* (Acquisition or Capital Investment) | 57,725,473 | 88.54 | 7,468,274 | 11.46 | 3,132 | 65,193,747 | 80.72 |
| 18. | Authorise purchase of own shares* | 65,039,768 | 99.76 | 154,429 | 0.24 | 2,943 | 65,055,197 | 80.55 |
| 19. | Call general meetings on 14 days' notice* | 59,936,025 | 91.93 | 5,260,247 | 8.07 | 607 | 65,196,272 | 80.72 |
* Indicates a special resolution requiring a 75% majority of votes cast
** Excludes treasury shares
Notes:
1 A vote 'Withheld' is not a vote in law and is not counted in the calculation of the proportion of votes 'For' or 'Against' a resolution, the total votes validly cast or the calculation of the proportion of issued share capital voted.
2 As at the voting record date, Headlam had 85,639,209 ordinary shares in issue, of which 80,761,694 held voting rights.
3 To calculate the proxy votes as a percentage of shares in issue, treasury shares were excluded.
4 Adam Phillips joined the Board of Directors as Chief Financial Officer with effect from 20 March 2023. Due to the technical requirements of Headlam's Articles of Association, Adam was required to vacate his statutory director position at the conclusion of the 2023 Annual General Meeting. He was formally re-elected as a statutory director by the board of directors following the 2023 Annual General Meeting, and will be required to retire from office and apply for re-election at the 2024 Annual General Meeting. Adam does not hold any shares in Headlam, and there is no further information required to be disclosed pursuant to Listing Rule 9.6.13R.
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