23 May 2024
SHAFTESBURY CAPITAL PLC (the "Company")
RESOLUTIONS PASSED AT 2024 ANNUAL GENERAL MEETING
The results of the voting by poll on the resolutions put to the Company's 2024 Annual General Meeting held on 23 May 2024 are as follows:
| Resolutions | For: | % | Against: | % | Total votes cast (excluding withheld): | % of issued share capital | Withheld: |
| 1. To receive the accounts and reports of the Directors and the Auditors for the year ended 31 December 2023 | 1,487,780,241 | 99.98 | 250,810 | 0.02 | 1,488,031,051 | 76.19% | 9,271,911 |
| 2. To declare a final cash dividend for the year ended 31 December 2023 of 1.65 pence per ordinary share. | 1,488,520,869 | 99.68 | 4,740,633 | 0.32 | 1,493,261,502 | 76.45% | 4,041,460 |
| 3. To approve the Directors' Remuneration Report for the year ended 31 December 2023 (other than the Directors' Remuneration Policy) | 1,429,850,274 | 97.06 | 43,345,551 | 2.94 | 1,473,195,825 | 75.43% | 24,106,616 |
| 4. To re-elect Jonathan Nicholls as a Director | 1,332,861,025 | 89.88 | 150,003,822 | 10.12 | 1,482,864,847 | 75.92% | 14,438,115 |
| 5. To re-elect Ian Hawksworth as a Director | 1,465,609,547 | 98.84 | 17,229,798 | 1.16 | 1,482,839,345 | 75.92% | 14,463,617 |
| 6. To re-elect Situl Jobanputra as a Director | 1,465,505,275 | 98.83 | 17,333,653 | 1.17 | 1,482,838,928 | 75.92% | 14,464,034 |
| 7. To re-elect Richard Akers as a Director | 1,414,635,986 | 95.41 | 67,997,421 | 4.59 | 1,482,633,407 | 75.91% | 14,669,555 |
| 8. To re-elect Ruth Anderson as a Director | 1,431,295,956 | 96.54 | 51,312,454 | 3.46 | 1,482,608,410 | 75.91% | 14,694,552 |
| 9. To re-elect Charlotte Boyle as a Director | 1,464,563,647 | 99.08 | 13,599,663 | 0.92 | 1,478,163,310 | 75.68% | 19,139,652 |
| 10. To re-appoint PricewaterhouseCoopers LLP as Auditors | 1,399,289,829 | 93.73 | 93,662,489 | 6.27 | 1,492,952,318 | 76.44% | 4,350,644 |
| 11. To authorise the Audit Committee of the Board to determine the Auditor's remuneration | 1,480,845,319 | 99.19 | 12,131,431 | 0.81 | 1,492,976,750 | 76.44% | 4,325,691 |
| 12. To authorise the Directors to allot the unissued share capital up to a specified amount (s.551) (Companies Act 2006) | 1,339,842,713 | 90.64 | 138,348,029 | 9.36 | 1,478,190,742 | 75.68% | 19,112,220 |
| 13. Special Resolution: To disapply pre-emption provisions of s.561(1) of the Companies Act 2006 up to the extent specified | 1,382,288,007 | 93.23 | 100,347,486 | 6.77 | 1,482,635,493 | 75.91% | 14,667,469 |
| 14. Special Resolution: To disapply pre-emption provisions of s.561(1) of the Companies Act 2006 up to the additional extent specified | 1,334,529,883 | 90.57 | 139,024,304 | 9.43 | 1,473,554,187 | 75.44% | 23,748,775 |
| 15. Special Resolution: To authorise the Company to purchase its own shares | 1,486,846,038 | 99.70 | 4,531,546 | 0.30 | 1,491,377,584 | 76.36% | 5,925,378 |
| 16. Special Resolution: To allow General Meetings (other than AGMs) to be held on 14 clear days' notice | 1,412,689,571 | 95.27 | 70,136,454 | 4.73 | 1,482,826,025 | 75.92% | 14,476,937 |
Notes:
1. Any proxy appointments which gave discretion to the Chairman have been included in the 'for' total.
2. A 'vote withheld' is not a vote in law and is not counted in the calculation of the proportion of the votes for or against a resolution.
3. The total issued share capital and total number of voting rights is: 1,953,170,495 ordinary shares. Every shareholder has one vote for every ordinary share held. This figure includes 128,350,796 ordinary shares in issue, held as security by a group entity under the terms of the £275 million exchangeable bond which will not vote whilst held by a group entity. On average 75.97% (1,483,809,358 ordinary shares) of the total number of voting rights voted. The percentage of shares voted, once the 128,350,796 ordinary shares held as security by a group entity under the terms of the £275 million exchangeable bond have been excluded was approximately 81.31%.
In accordance with paragraph 9.6.2 of the Listing Rules, copies of the resolutions passed at the meeting, other than resolutions concerning ordinary business, will be submitted to the National Storage Mechanism and will shortly be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism
Enquiries:
Desna Martin
Group Company Secretary
Telephone: +44 20 3214 9155
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