Hostmore plc (the "Company")
Results of the 2023 Annual General Meeting
7 June 2023
Hostmore plc (the "Company") is pleased to announce that at its Annual General Meeting held earlier today, all the resolutions put to its shareholders were passed by the requisite majorities. Resolutions 1 to 11 were passed as ordinary resolutions and resolutions 12 to 15 were passed as special resolutions.
The results of the poll are set out below.
| No | RESOLUTION | VOTES (incl. discretionary) | FOR (% of votes cast) | VOTES | AGAINST (% of votes cast) | TOTAL VOTES CAST (excluding votes withheld) | % of ISSUED SHARE CAPITAL VOTED | VOTES |
| 1 | To receive the Company's audited financial statements, together with the Directors' and auditor's reports for the 52-week period ended 1 January 2023
| 68,683,640 | 100.00% | 1,710 | 0.00% | 68,685,350 | 54.46 | 35,592 |
| 2 | To approve the Directors' Remuneration Report (other than the part containing the Directors' Remuneration Policy) for the 52-week period ended 1 January 2023
| 68,654,709 | 99.91% | 58,991 | 0.09% | 68,713,700 | 54.48 | 7,242 |
| 3 | To approve the Directors' Remuneration Policy (as contained in the Directors' Remuneration Report for the 52-week period ended 1 January 2023)
| 68,440,949 | 99.61% | 270,711 | 0.39% | 68,711,660 | 54.48 | 9,282 |
| 4 | To elect Stephen Welker as a Director
| 68,666,592 | 99.93% | 47,000 | 0.07% | 68,713,592 | 54.48 | 7,350 |
| 5 | To re-elect Andrew Blurton as a Director
| 68,666,592 | 99.93% | 47,000 | 0.07% | 68,713,592 | 54.48 | 7,350 |
| 6 | To re-elect Alan Clark as a Director
| 68,676,657 | 99.95% | 36,935 | 0.05% | 68,713,592 | 54.48 | 7,350 |
| 7 | To re-elect David Lis as a Director
| 68,676,657 | 99.95% | 36,935 | 0.05% | 68,713,592 | 54.48 | 7,350 |
| 8 | To re-appoint Pricewaterhouse-Coopers LLP as auditors of the Company |
68,680,218 |
99.95% |
34,871 |
0.05% |
68,715,089 |
54.48 |
5,853 |
| 9 | To authorise the Audit and Risk Committee to fix the remuneration of the auditors
|
68,682,755 |
99.95% |
32,586 |
0.05% |
68,715,341 |
54.48 |
5,601 |
| 10 | To authorise the Company and its subsidiaries to make political donations and incur political expenditure
| 48,082,035 | 69.97% | 20,631,527 | 30.03% | 68,713,562 | 54.48 | 7,380 |
| 11 | To authorise the Directors to allot shares
| 68,659,959 | 99.94% | 38,855 | 0.06% | 68,698,814 | 54.47 | 22,128 |
| 12 | To authorise the Directors to disapply statutory pre-emption rights in respect of the Company's issued share capital
| 52,012,747 | 99.91% | 45,811 | 0.09% | 52,058,558 | 41.27 | 16,662,384 |
| 13 | To authorise the Directors to disapply pre-emption rights for purposes of acquisitions or capital investments
| 51,991,551 | 99.87% | 67,007 | 0.13% | 52,058,558 | 41.27 | 16,662,384 |
| 14 | To authorise the Company to purchase its own shares
| 68,670,038 | 99.93% | 45,312 | 0.07% | 68,715,350 | 54.48 | 5,592 |
| 15 | To authorise the Directors to call a general meeting on 14 clear days' notice
| 68,681,432 | 99.95% | 33,918 | 0.05% | 68,715,350 | 54.48 | 5,592 |
Notes:
1. Any proxy arrangement which gave discretion to the Chairman has been included in the "For" totals.
2. A "Vote withheld" is not a vote in law and is not counted in the calculation of the percentage of shares voted "For" or "Against" any resolution or the total number of votes cast.
3. The number of shares in issue in the Company on 7th June 2023 was 126,127,279. The Company does not hold any shares in treasury. Shareholders are entitled to one vote per ordinary share held in the Company.
4. The Board notes that Resolution 10 (which authorises the Company and its subsidiaries to make political donations and incur political expenditure) was passed with 69.97% of votes in favour. As stated in the Notice of AGM, it is the Company's policy that it does not make political donations nor incur political expenditure. The approval was sought as a renewal of an existing approval and as a precautionary measure only to guard against any inadvertent breach of the statutory restrictions, particularly as the Companies Act 2006 includes broad and ambiguous definitions of the terms "political donation" and "political expenditure". As stated in the Notice of AGM, the Board confirms that it has no intention of making any political donations, incurring political expenditure or entering into party political activities. The authority is only in respect of expenditure that might inadvertently be termed as a political donation or political expenditure and is in respect of annual expenditure up to a total of £50,000. In accordance with the UK Corporate Governance Code, the Company will publish an update within six months of this AGM.
5. Pursuant to Listing Rule 9.6.2, copies of all resolutions, other than those concerning ordinary business, passed at the AGM today will be submitted to the National Storage Mechanism and will shortly be available to view at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
6. Results of the poll will also be available shortly to view on the Company's website at https://www.hostmoregroup.com/results-reports-presentations.
Enquiries
Hostmore plc
Alan Clark, Chief Financial Officer
Email: enquiries@hostmoregroup.com
Dentons Global Advisors
Jonathon Brill / James Styles Tel: +44 (0)20 7664 5095
Email: Hostmore@dentonsglobaladvisors.com
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