St. James's Place plc ("SJP plc")
Results of Annual General Meeting ("AGM") and Board and Committee Directorate changes
SJP plc's AGM was held on Tuesday 13 May 2025 at 10.00am at Woburn House, Tavistock Square, London WC1H 9HQ.
The results of the polls on all resolutions put to the meeting are set out below.
| | Resolution | Votes For | % | Votes Against | % | Total votes validly cast | % of relevant shares in issue | Votes Withheld |
| Ordinary Resolutions | ||||||||
| 1 | To receive the Company's annual accounts and reports of the Directors and auditors for the year ended 31 December 2024. | 428,208,764 | 100.00% | 10,020 | 0.00% | 428,218,784 | 79.92% | 450,993 |
| 2 | To declare a final dividend of 12.00 pence per ordinary share for the year ended 31 December 2024. | 428,645,895 | 100.00% | 16,527 | 0.00% | 428,662,422 | 80.00% | 7,355 |
| 3 | To approve the Directors' Remuneration Policy.
| 400,952,294 | 93.92% | 25,936,462 | 6.08% | 426,888,756 | 79.67% | 1,779,591 |
| 4 | To approve the Directors' Remuneration Report. | 422,150,695 | 99.27% | 3,106,396 | 0.73% | 425,257,091 | 79.37% | 3,412,686 |
| 5 | To re-elect Mark FitzPatrick as a Director. | 424,087,146 | 98.93% | 4,566,146 | 1.07% | 428,653,292 | 80.00% | 16,485 |
| 6 | To re-elect Simon Fraser as a Director. | 417,886,994 | 97.58% | 10,342,931 | 2.42% | 428,229,925 | 79.92% | 439,852 |
| 7 | To re-elect Rosemary Hilary as a Director. | 420,373,980 | 98.17% | 7,855,434 | 1.83% | 428,229,414 | 79.92% | 440,363 |
| 8 | To re-elect John Hitchins as a Director. | 417,716,419 | 97.54% | 10,513,049 | 2.46% | 428,229,468 | 79.92% | 440,309 |
| 9 | To re-elect Paul Manduca as a Director. | 394,040,118 | 92.02% | 34,189,827 | 7.98% | 428,229,945 | 79.92% | 439,832 |
| 10 | To elect Caroline Waddington as a Director. | 424,653,802 | 99.07% | 4,000,970 | 0.93% | 428,654,772 | 80.00% | 15,005 |
| 11 | To elect Rooney Anand as a Director. | 427,077,709 | 99.73% | 1,151,226 | 0.27% | 428,228,935 | 79.92% | 440,842 |
| 12 | To re-appoint PricewaterhouseCoopers LLP as the auditor of the Company, to hold office until the conclusion of the next General Meeting at which accounts are laid before the Company. | 416,617,627 | 97.19% | 12,039,440 | 2.81% | 428,657,067 | 80.00% | 14,047 |
| 13 | To authorise the Group Audit Committee to determine the remuneration of the Company's auditor. | 420,828,878 | 98.18% | 7,804,794 | 1.82% | 428,633,672 | 80.00% | 36,105 |
| 14 | To authorise the Directors to allot shares. | 406,086,327 | 94.73% | 22,572,033 | 5.27% | 428,658,360 | 80.00% | 11,417 |
| Special Resolutions | ||||||||
| 15 | To authorise the Directors to disapply pre-emption rights.
| 401,274,087 | 93.61% | 27,380,342 | 6.39% | 428,654,429 | 80.00% | 16,685 |
| 16 | To authorise the Directors additional authority to disapply pre-emption rights.
| 387,216,551 | 90.33% | 41,435,880 | 9.67% | 428,652,431 | 80.00% | 17,346 |
| 17 | To authorise the Company to purchase its own ordinary shares.
| 428,245,508 | 99.96% | 156,042 | 0.04% | 428,401,550 | 79.95% | 269,564 |
| 18 | To authorise the calling of general meetings (other than an AGM) on 14 clear days' notice.
| 410,720,923 | 95.81% | 17,942,831 | 4.19% | 428,663,754 | 80.00% | 7,360 |
| 19 | To authorise the adoption of New Articles of Association. | 428,575,381 | 100.00% | 18,833 | 0.00% | 428,594,214 | 79.99% | 75,563 |
The number of Ordinary Shares in issue as at 6.00pm on 9 May 2025 was 535,803,792. Shareholders are entitled to one vote per share. A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes validly cast.
Resolutions 1 to 14 were passed as Ordinary Resolutions and Resolutions 15 to 19 were passed as Special Resolutions. The full text of the resolutions can be found in the Notice of Meeting, which is available on the Company's website at www.sjp.co.uk/shareholders/shareholder-meetings.
In accordance UKLR 6.4.2R, SJP plc will submit copies of the Resolutions passed at the meeting (other than Resolutions concerning ordinary business) to the FCA National Storage Mechanism which will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
Director and Board Committee changes
Pursuant to UKLR 6.4.6R, the Company announces that following the Annual General Meeting, Emma Griffin and Lesley-Ann Nash stepped down as Directors of the Company.
The Company also announces that the Board has approved Simon Fraser as interim Chair of the Group Remuneration Committee from the conclusion of the AGM. Simon will remain in this role until Emma Griffin's successor has been appointed and receives regulatory approval.
The Board would like to place on record its appreciation and gratitude for the contributions of Emma Griffin and Lesley-Ann Nash during their time on the Board. The Board and wider SJP community wish them well in their future endeavours.
Jonathan Dale
Company Secretary
Tel: +44 (0)1285 717237
13 May 2025
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