RNS Number : 5262U
PZ CUSSONS PLC
23 November 2023

23 November 2023

PZ CUSSONS PLC

(the 'Company')

Annual General Meeting

At the Annual General Meeting of the Company held today at Manchester Business Park, 3500 Aviator Way, Manchester, M22 5TG all resolutions were passed on a poll.

The polling results for each resolution are set out below:

RESOLUTION

VOTES FOR

%

VOTES AGAINST

%

VOTES TOTAL

% of ISC VOTED

VOTES WITHHELD

1

To receive the audited financial statements

343,899,794

99.99

20,098

0.01

343,919,892

80.22

192,721

2

To approve the Report on Directors' Remuneration

321,140,960

93.34

22,924,118

6.66

344,065,078

80.25

47,535

3

To approve the Directors Remuneration Policy

236,473,923

71.24

95,488,209

28.76

331,962,132

77.43

12,150,481

4

To declare a final dividend

322,595,244

93.76

21,468,612

6.24

344,063,856

80.25

48,757

5

To re-elect J C Myers

343,940,555

99.96

136,165

0.04

344,076,720

80.26

35,893

6

To re-elect S Pollard

343,956,747

99.98

81,204

0.02

344,037,951

80.25

74,662

7

To elect D A Tyler

342,798,483

99.65

1,216,086

0.35

344,014,569

80.24

98,044

8

To re-elect K Bashforth

315,036,306

91.57

28,997,387

8.43

344,033,693

80.25

78,920

9

To re-elect J R Nicolson

320,852,204

93.25

23,219,089

6.75

344,071,293

80.25

41,320

10

To re-elect J C D Townsend

321,578,690

93.47

22,454,794

6.53

344,033,484

80.25

79,129

11

To re-elect J Sodha

315,040,993

91.57

28,991,247

8.43

344,032,240

80.25

80,373

12

To re-elect V Juarez

312,147,196

90.73

31,887,044

9.27

344,034,240

80.25

78,373

13

To appoint the auditor of the

Company

343,982,328

99.98

70,146

0.02

344,052,474

80.25

60,139

14

To fix the

remuneration of the auditor

344,007,019

99.99

41,851

0.01

344,048,870

80.25

63,743

15

To allot shares

321,744,413

93.52

22,305,387

6.48

344,049,800

80.25

62,813

16*

To disapply statutory pre-emption rights on the allotment of shares

311,330,806

90.51

32,658,097

9.49

343,988,903

80.24

123,444

17*

To disapply statutory pre-emption rights on the allotment of shares for an acquisition or capital investment

298,468,191

86.75

45,571,126

13.25

344,039,317

80.25

73,296

18*

To make market purchases of Ordinary Shares

343,935,054

99.98

84,776

0.02

344,019,830

80.24

92,783

19*

To permit the calling of a general meeting with no less than 14 clear days' notice

319,944,138

92.98

24,153,328

7.02

344,097,466

80.26

14,997

20

To make political donations

341,886,055

99.36

2,204,782

0.64

344,090,837

80.26

21,776

*Special Resolution

VOTES OF INDEPENDENT SHAREHOLDERS ON THE RESOLUTIONS CONCERNING THE RE-ELECTION OF THE INDEPENDENT NON-EXECUTIVE DIRECTORS

Resolution

VOTES FOR

%

VOTES AGAINST

%

VOTES TOTAL

% of ISC VOTED

8

To re-elect K Bashforth

133,262,929

82.13

28,997,387

17.87

162,260,316

66.55

9

To re-elect J R Nicolson

139,078,827

85.69

23,219,089

14.31

162,297,916

66.57

10

To re-elect J C D Townsend

139,805,313

86.16

22,454,794

13.84

162,260,107

66.55

11

To re-elect J Sodha

133,267,616

82.13

28,991,247

17.87

162,258,863

66.55

12

To re-elect V Juarez

130,373,819

80.35

31,887,044

19.65

162,260,863

66.55

Notes:

(a) The votes "for" include those votes giving the Chair discretion.

(b) A "vote withheld" is not counted towards the votes cast "for" or "against" a resolution.

(c) The total number of shares in issue on 23 November 2023 was 428,724,960.

(d) In accordance with LR 9.6.2, copies of the relevant ordinary and special resolutions passed at the meeting have been submitted to the FCA's National Storage Mechanism and will shortly be available to view at https://data.fca.org.uk/#/nsm/nationalstoragemechanism . The full text of the resolutions passed at the Annual General Meeting can be found in the Notice of Annual General Meeting, which is available for inspection at the National Storage Mechanism and also on the Company's website at www.pzcussons.com.

(e) The Board notes that Resolution 3 received a number of votes against which, based on extensive engagement with shareholders, the Board understands is primarily attributable to the adoption of a Restricted Share Plan (RSP). The Remuneration Committee continues to believe that the adoption of an RSP will more closely align the interests of our Executive Directors with shareholders. The Board recognises the time and feedback already provided by investors on this matter and will continue to engage constructively with shareholders. In accordance with the 2018 Corporate Governance Code, the Board will provide an update within six months of the Annual General Meeting.

K Massie

Company Secretary

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