LEI: 2138001P49OLAEU33T68
13 May 2025
Phoenix Group Holdings plc ('Phoenix Group')
Results of Annual General Meeting ('AGM')
Phoenix Group announces the results of voting on the resolutions at its AGM held on 13 May 2025 at Floor 9, 20 Old Bailey, London, EC4M 7AN.
A poll was held on each of the resolutions. Resolutions 1 to 20 (ordinary resolutions) and resolutions 21 to 25 (special resolutions) were all passed by the required majority. The results of the poll are as follows:
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| Description of Resolution | Votes For | % of Votes cast | Votes Against | % of Votes cast | Total | % of issued share capital | Votes Withheld* |
|
1 | To receive the Company's Annual Report and Accounts for the year ended 31 December 2024. | 729,326,492 | 99.99% | 96,707 | 0.01% | 729,423,199 | 72.71% | 425,132 |
| 2
| To receive and approve the Directors' Remuneration report. | 687,401,105 | 95.92% | 29,230,842 | 4.08% | 716,631,947 | 71.43% | 13,216,384 |
| 3 | To declare and approve a Final dividend of 27.35 pence per ordinary share. | 729,689,019 | 99.99% | 96,067 | 0.01% | 729,785,086 | 72.75% | 63,245 |
| 4 | To re-elect Andy Briggs as a Director of the Company. | 729,009,000 | 99.91% | 620,445 | 0.09% | 729,629,445 | 72.73% | 218,886 |
| 5 | To re-elect Eleanor Bucks as a Director of the Company. | 729,091,077 | 99.95% | 366,704 | 0.05% | 729,457,781 | 72.71% | 390,550 |
| 6 | To elect Sherry Coutu as a Director of the Company. | 729,154,826 | 99.96% | 285,588 | 0.04% | 729,440,414 | 72.71% | 407,917 |
| 7 | To re-elect Karen Green as a Director of the Company. | 719,564,706 | 98.64% | 9,884,897 | 1.36% | 729,449,603 | 72.71% | 398,728 |
| 8 | To re-elect Mark Gregory as a Director of the Company. | 729,052,262 | 99.95% | 399,276 | 0.05% | 729,451,538 | 72.71% | 396,793 |
| 9 | To re-elect Hiroyuki Iioka as a Director of the Company. | 728,756,153 | 99.90% | 698,578 | 0.10% | 729,454,731 | 72.71% | 393,600 |
| 10 | To re-elect Sir Nicholas Lyons as a Director of the Company. | 721,709,202 | 98.91% | 7,925,515 | 1.09% | 729,634,717 | 72.73% | 213,614 |
| 11 | To re-elect Katie Murray as a Director of the Company. | 722,187,835 | 99.01% | 7,257,000 | 0.99% | 729,444,835 | 72.71% | 403,496 |
| 12 | To elect Nicolaos Nicandrou as a Director of the Company. | 728,450,850 | 99.86% | 1,018,687 | 0.14% | 729,469,537 | 72.71% | 378,794 |
| 13 | To re-elect Belinda Richards as a Director of the Company. | 726,954,980 | 99.66% | 2,492,544 | 0.34% | 729,447,524 | 72.71% | 400,807 |
| 14 | To re-elect David Scott as a Director of the Company. | 728,973,433 | 99.93% | 476,741 | 0.07% | 729,450,174 | 72.71% | 398,157 |
| 15 | To re-elect Maggie Semple as a Director of the Company. | 727,134,745 | 99.68% | 2,324,297 | 0.32% | 729,459,042 | 72.71% | 389,289 |
| 16 | To re-elect Nicholas Shott as a Director of the Company. | 718,533,880 | 98.51% | 10,900,304 | 1.49% | 729,434,184 | 72.71% | 414,147 |
| 17 | To re-appoint KPMG LLP as the Company's Auditor until the conclusion of the next general meeting of the Company at which accounts are laid. | 729,362,839 | 99.95% | 347,613 | 0.05% | 729,710,452 | 72.74% | 137,879 |
| 18 | To authorise the Directors to agree the Auditor's remuneration. | 729,438,309 | 99.96% | 265,412 | 0.04% | 729,703,721 | 72.74% | 144,610 |
| 19 | To authorise the Company and its subsidiaries to make political donations and to incur political expenditure. | 723,609,334 | 99.16% | 6,114,175 | 0.84% | 729,723,509 | 72.74% | 124,822 |
| 20 | To authorise the Directors to allot shares. | 717,614,084 | 98.34% | 12,083,114 | 1.66% | 729,697,198 | 72.74% | 151,133 |
| 21 | To authorise the Directors to disapply pre-emption rights (Special Resolution). | 720,519,750 | 98.75% | 9,089,797 | 1.25% | 729,609,547 | 72.73% | 238,784 |
| 22 | To authorise the Directors to disapply pre-emption rights for an acquisition or other capital investment (Special Resolution). | 712,571,821 | 97.66% | 17,071,273 | 2.34% | 729,643,094 | 72.73% | 205,237 |
| 23 | To authorise the Company to make market purchases of its own shares (Special Resolution). | 729,088,669 | 99.92% | 552,910 | 0.08% | 729,641,579 | 72.73% | 206,752 |
| 24 | To authorise not less than 14 clear days' notice for general meetings (Special Resolution). | 712,938,763 | 97.70% | 16,819,497 | 2.30% | 729,758,260 | 72.74% | 90,071 |
| 25 | To adopt new articles of association (Special Resolution) | 615,068,174 | 84.32% | 114,374,492 | 15.68% | 729,442,666 | 72.71% | 405,664 |
*A vote withheld is not a vote in law and therefore cannot be counted in the calculation of the proportion of votes for and against a resolution.
As at the date of the AGM, the Company's issued share capital was 1,003,205,884 ordinary shares of 10 pence each.
In accordance with the Financial Conduct Authority's Listing Rule 6.4.2, a copy of the resolutions passed at the Annual General Meeting will be available via the National Storage Mechanism, which can be accessed at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
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