24 May 2024
Headlam Group plc
('Headlam' or the 'Company')
2024 Annual General Meeting ('AGM') Poll Results
The Board of Headlam Group plc is pleased to announce that all the resolutions put to its shareholders at the AGM held on 23 May were duly passed by the requisite majorities on a poll.
In accordance with Listing Rule 9.6.2R, copies of the special business resolutions (14, 15, 16, and 17) 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 | 59,984,909 | 100 | 0 | 0 | 0 | 59,984,909 | 74.25% |
| 2. | Approve the Remuneration Report | 54,942,633 | 91.60 | 5,041,020 | 8.4 | 1,256 | 59,983,653 | 74.25% |
| 3. | Declare the final dividend | 56,976,553 | 94.98 | 3,008,356 | 5.02 | 0 | 59,984,909 | 74.25% |
| 4. | Elect Adam Phillips | 59,785,527 | 99.67 | 196,765 | 0.33 | 2,617 | 59,982,292 | 74.24% |
| 5. | Re-elect Keith Edelman | 51,448,258 | 85.77 | 8,534,033 | 14.23 | 2,618 | 59,982,291 | 74.24% |
| 6. | Re-elect Chris Payne | 59,783,347 | 99.67 | 198,945 | 0.33 | 2,617 | 59,982,292 | 74.24% |
| 7. | Re-elect Stephen Bird | 54,155,090 | 90.29 | 5,827,201 | 9.71 | 2,618 | 59,982,291 | 74.24% |
| 8. | Re-elect Jemima Bird | 54,167,970 | 90.31 | 5,813,847 | 9.69 | 3,092 | 59,981,817 | 74.24% |
| 9. | Re-elect Robin Williams | 59,238,388 | 98.76 | 743,903 | 1.24 | 2,618 | 59,982,291 | 74.24% |
| 10. | Re-elect Karen Hubbard | 59,262,848 | 98.8 | 719,443 | 1.2 | 2,618 | 59,982,291 | 74.24% |
| 11. | Re-appoint PricewaterhouseCoopers LLP as the Auditor | 59,818,690 | 99.72 | 166,219 | 0.28 | 0 | 59,984,909 | 74.25% |
| 12. | Authorise the Directors to determine Auditor's remuneration | 59,806,471 | 99.70 | 178,438 | 0.3 | 0 | 59,984,909 | 74.25% |
| 13. | Authorise allotment of shares | 56,822,537 | 94.73 | 3,162,131 | 5.27 | 241 | 59,984,668 | 74.25% |
| 14. | Disapply pre-emption rights* (General) | 51,727,351 | 86.23 | 8,257,317 | 13.77 | 241 | 59,984,668 | 74.25% |
| 15. | Disapply pre-emption rights* (Acquisition or Capital Investment) | 48,796,699 | 81.35 | 11,187,969 | 18.65 | 241 | 59,984,668 | 74.25% |
| 16. | Authorise purchase of own shares* | 54,734,390 | 91.25 | 5,250,519 | 8.75 | 0 | 59,984,909 | 74.25% |
| 17. | Call general meetings on 14 days' notice* | 54,630,684 | 91.08 | 5,352,074 | 8.92 | 2,151 | 59,982,758 | 74.25% |
* 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 80,784,267 held voting rights.
3 To calculate the proxy votes as a percentage of shares in issue, treasury shares were excluded.
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