Fenner PLC Regulatory News (FENR)

Fenner PLC

Results of Annual General Meeting held on 11 January 2017

At the Company's Annual General Meeting all resolutions were duly passed without amendment by the required majority on a show of hands, the full proxy votes were published on the Company website on the morning of the AGM.

Copies of the special business resolutions passed at the meeting were submitted to the National Storage Mechanism and are available for inspection at: www.hemscott.com/nsm.do.

The Board notes that Resolution 2 to approve the Annual Remuneration Report received 26% of votes cast against it (35,678,469 votes). In addition, the holders of 11,122,067 shares withheld their votes. The key issues that have been brought to the Board's attention are the use of EPS as a performance condition in both the annual and long term incentive plans; the degree of stretch in the annual bonus and PSP performance conditions and that our clawback and malus provisions do not currently extend to the annual incentive programme.

The Chairman of the Remuneration Committee together with the Chairman of the Board and the Senior Independent Director undertook an extensive engagement programme with shareholders ahead of the Annual General Meeting. They also contacted the major shareholders over Christmas and into the New Year to discuss inter-alia, the Annual Remuneration Report and remuneration practices in general in the Company. Communication was also had with the Investment Association and Institutional Shareholder Services, organisations which analyse Company annual reports and make voting recommendations and seek views from their members. The Board believes there were some key omissions in the Institutional Shareholder Services reports which may have given some shareholders the impression that the performance conditions were less demanding than they actually were notwithstanding the fact that bonuses were not paid again in the year because the targets were not met.

The Remuneration Committee will be undertaking a thorough review of remuneration arrangements during 2017 to revisit how best to align executive reward with shareholder interests. The Remuneration Committee will consult with major shareholders in advance of finalising the Remuneration Policy and is committed to open and constructive dialogue with shareholders and shareholder bodies and will continue to seek their views and input on any material changes to the way we operate our policy.

Debra Bradbury

Group Company Secretary

ENDS

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Notes to editors:

Fenner PLC is a world leader in reinforced polymer technology, providing local engineered solutions for performance‐critical applications.