A.G. BARR p.l.c. (the "Company")
23 May 2025
The Company announces that at its Annual General Meeting (the "AGM") held earlier today, all resolutions set out in the Notice of AGM were duly passed in the form proposed. The results of the poll are as follows:
| RESOLUTIONS | VOTES FOR | % | VOTES AGAINST | % | VOTES TOTAL | VOTES WITHHELD |
| 1. To receive and approve the audited accounts of the group and the Company for the year ended 25 January 2025 together with the directors' and auditor's reports thereon. | 88,298,316 | 100.00 | 3,537 | 0.00 | 88,301,853 | 70,218 |
| 2. To receive and approve the annual statement by the chair of the remuneration committee and the directors' remuneration report for the year ended 25 January 2025. | 84,371,625 | 95.75 | 3,749,439 | 4.25 | 88,121,064 | 249,070 |
| 3. To declare a final dividend of 13.76 pence per ordinary share of 4 1/6 pence for the year ended 25 January 2025. | 88,363,355 | 100.00 | 2,537 | 0.00 | 88,365,892 | 6,179 |
| 4. To re-elect Mr Mark Allen OBE as a director of the Company. | 70,265,144 | 79.54 | 18,071,594 | 20.46 | 88,336,738 | 35,333 |
| 5. To re-elect Mr Euan Angus Sutherland as a director of the Company. | 87,776,218 | 99.34 | 585,023 | 0.66 | 88,361,241 | 10,830 |
| 6. To re-elect Mr Stuart Lorimer as a director of the Company. | 88,211,097 | 99.83 | 146,535 | 0.17 | 88,357,632 | 14,439 |
| 7. To re-elect Ms Susan Verity Barratt as a director of the Company. | 83,261,367 | 94.23 | 5,096,087 | 5.77 | 88,357,454 | 14,617 |
| 8. To re-elect Ms Louise Helen Smalley as a director of the Company. | 85,055,829 | 96.26 | 3,302,625 | 3.74 | 88,358,454 | 13,617 |
| 9. To re-elect Ms Zoe Louise Howorth as a director of the Company. | 82,677,291 | 93.57 | 5,681,163 | 6.43 | 88,358,454 | 13,617 |
| 10. To re-elect Mr Nicholas Barry Edward Wharton as a director of the Company. | 83,698,645 | 94.73 | 4,658,809 | 5.27 | 88,357,454 | 14,617 |
| 11. To re-elect Ms Julie Anne Barr as a director of the Company. | 86,569,066 | 97.97 | 1,792,602 | 2.03 | 88,361,668 | 10,403 |
| 12. To re-appoint Deloitte LLP as auditor of the Company and to authorise the audit and risk committee to fix their remuneration. | 88,339,569 | 99.98 | 18,556 | 0.02 | 88,358,125 | 13,946 |
| 13. To authorise the directors to allot shares in the Company subject to the restrictions set out in the resolution. | 83,914,686 | 94.97 | 4,445,951 | 5.03 | 88,360,637 | 11,434 |
| 14. \* To authorise the disapplication of pre-emption rights subject to the limits set out in the resolution. | 84,411,234 | 95.55 | 3,935,256 | 4.45 | 88,346,490 | 25,581 |
| 15. \* To authorise the Company to purchase its own shares up to the specified amount. | 88,251,591 | 99.97 | 26,500 | 0.03 | 88,278,091 | 93,980 |
Notes:
(1) * denotes a special resolution.
(2) Proxy appointments which gave discretion to the Chair of the Annual General Meeting have been included in the "For" total of the appropriate resolution. The Chair's discretionary proxy appointments represented (a) 8.75% of the Company's issued share capital for resolutions 1, 3, 11, 12, 13, and 14; (b) 11.46% for resolutions 4, 5, 6, 7, 8, 9, and 10; (c) 8.76% for resolution 15; and (d) 8.77% for resolution 2.
(3) A "Vote Withheld" is not a vote in law and is not counted in the calculation of the proportion of votes "For" or "Against" any resolution.
(4) The percentage of votes "For" and "Against" any resolution is expressed as a percentage of votes validly cast for that resolution. The total number of shares in issue at 6.00 p.m. on Thursday 22 May 2025 was 112,028,871 ordinary shares of 4 1/6 pence each.
(5) In accordance with UK Listing Rule 6.4.2, a copy of resolutions that do not constitute ordinary business at an annual general meeting will be submitted as soon as practicable to the FCA's National Storage Mechanism and available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(6) The results will also be made available on the Company's website at www.agbarr.co.uk
(7) A copy of all the resolutions passed at the meeting are set out in the Notice of Annual General Meeting contained within the Company's Annual Report and Accounts 2025, which is available on the Company's website www.agbarr.co.uk
AG Barr is pleased that all resolutions were supported at today's Annual General Meeting.
AG Barr will publish an update on the engagement with shareholders on resolution 4 and on any action taken as a result within six months of today's AGM, in accordance with the UK Corporate Governance Code.
Christopher K. O'Donnell
COMPANY SECRETARY
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