THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
For immediate release
18 January 2024
Topps Tiles Plc
Result of AGM
Topps Tiles Plc (the "Company"), the UK's leading tile specialist, announces that at its Annual General Meeting (the "AGM") held earlier today, all of the Resolutions proposed (1 -12), save for one (Resolution 13), were duly passed by the requisite majority on a poll.
The full text of each resolution is contained in the 2024 Notice of AGM which is available on the Company's website www.toppsgroup.com.
The following table shows the total number of votes cast for each Resolution:
|
| Resolution | VOTES FOR | VOTES AGAINST | VOTES TOTAL | WITHHELD | |||
|
|
| Number of votes | % | Number of votes | % | Number of votes | % of ISC |
|
| 1 | Approval of the Company's annual report and accounts | 159,914,063 | 99.99% | 8,494 | 0.01% | 159,922,557 | 81.31% | 21,558 |
| 2 | Declaration of a final dividend | 159,937,121 | 100.00% | 6,994 | 0.00% | 159,944,115 | 81.32% | 0 |
| 3 | Approval of the directors' remuneration report | 101,269,664 | 63.33% | 58,641,565 | 36.67% | 159,911,229 | 81.30% | 32,886 |
| 4 | Election of Paul Forman as a director | 159,886,513 | 99.98% | 35,124 | 0.02% | 159,921,637 | 81.31% | 22,478 |
| 5 | Re-election of Robert Parker as a director | 101,315,684 | 99.97% | 34,804 | 0.03% | 101,350,488 | 51.53% | 58,593,627 |
| 6 | Re-election of Stephen Hopson as a director | 159,884,029 | 99.98% | 36,108 | 0.02% | 159,920,137 | 81.31% | 23,978 |
| 7 | Re-election of Keith Down as a director | 158,399,159 | 99.05% | 1,521,097 | 0.95% | 159,920,256 | 81.31% | 23,859 |
| 8 | Re-election of Diana Breeze as a director | 100,151,008 | 62.63% | 59,756,964 | 37.37% | 159,907,972 | 81.30% | 36,143 |
| 9 | Re-election of Kari Daniels as a director | 158,720,437 | 99.26% | 1,187,535 | 0.74% | 159,907,972 | 81.30% | 36,143 |
| 10 | Re-appointment of Mazars LLP as auditor | 159,909,799 | 99.99% | 11,758 | 0.01% | 159,921,557 | 81.31% | 22,558 |
| 11 | Authorisation of the auditor's remuneration | 159,911,209 | 99.99% | 11,758 | 0.01% | 159,922,967 | 81.31% | 21,148 |
| 12 | Directors' authority to allot shares | 100,358,821 | 62.75% | 59,585,294 | 37.25% | 159,944,115 | 81.32% | 0 |
| 13 | Directors' authority to purchase shares | 101,359,797 | 63.37% | 58,581,121 | 36.63% | 159,940,918 | 81.32% | 3,197 |
Notes
1. Any proxy appointments which gave discretion to the Chairman have been included in the "Total votes for" total.
2. A "Vote Withheld" is not a valid vote in English law and was not counted in the calculation of the proportion of the votes "For" or "Against" a Resolution.
3. As at the date of the AGM the issued share capital of the Company was 196,681,818 ordinary shares of 3.33 pence each.
The Board would like to thank shareholders for their engagement and support ahead of the AGM and throughout the year. Whilst the majority of the Resolutions were passed with majorities in excess of 50%, the Board notes that Resolution 3 (Approval of the director's remuneration report), Resolution 8 (Re-election of Diana Breeze as director) and Resolution 12 (Director's authority to allot shares), passed with a majority of less than 80% (receiving votes in favour of 63.33%, 62.63% and 62.75% respectively) and Resolution 13 (authority to purchase shares) failed to pass, receiving votes in favour of 63.37%.
In accordance with provision 4 of the UK Corporate Governance Code (the "Code"), the Board confirms that it will consult and engage with the relevant shareholders to understand and discuss their views with respect to these Resolutions. An update will be provided within six months of the AGM, in accordance with the Code.
These results will shortly be available on the Company's website at www.toppsgroup.com and, in accordance with Listing Rule 9.6.2, copies of the Resolutions that were passed at the meeting and that do not constitute ordinary business at an annual general meeting will be submitted to the National Storage Mechanism and will shortly be available for inspection at www.data.fca.org.uk.
Enquiries:
| Topps Tiles Plc | |
| Joanne Steer, Company Secretary | 0116 282 8000 |
| | |
| Citigate Dewe Rogerson | |
| Kevin Smith / Ellen Wilton | 020 7638 9571 |
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