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30 Apr 2019 16:00
Hammerson plc
Results of the 2019 Annual General Meeting
At the Annual General Meeting ("AGM") of Hammerson plc (the 'Company') held at Kings Place, 90 York Way, London N1 9GE on Tuesday, 30 April 2019, all the resolutions were voted upon by poll and were passed by Shareholders. The results of the poll for each resolution are as follows:
Votes For | Votes Against | Votes Cast | **Votes Withheld | ||||
Resolution | No. of Shares | % of Shares voted | No. of Shares | % of Shares voted | % of Issued Share Capital | No. of Shares | |
1 | To receive the Directors' Annual Report and Financial Statements | 570,933,820 | 100.00 | 81 | 0.00 | 74.51% | 1,329,154 |
2 | To receive and approve the 2018 Directors' Remuneration Report | 379,191,754 | 70.26 | 160,514,108 | 29.74 | 70.43% | 32,557,192 |
3 | To declare a final dividend | 571,180,992 | 100.00 | 22,500 | 0.00 | 74.54% | 1,059,563 |
4 | To re-elect David Atkins | 569,453,626 | 99.69 | 1,749,624 | 0.31 | 74.54% | 1,059,805 |
5 | To re-elect Pierre Bouchut | 568,470,921 | 99.52 | 2,730,479 | 0.48 | 74.54% | 1,061,655 |
6 | To re-elect Gwyn Burr | 566,072,579 | 99.10 | 5,130,671 | 0.90 | 74.54% | 1,059,805 |
7 | To re-elect Timon Drakesmith | 568,615,339 | 99.55 | 2,587,911 | 0.45 | 74.54% | 1,059,805 |
8 | To re-elect Andrew Formica | 568,685,204 | 99.56 | 2,518,046 | 0.44 | 74.54% | 1,059,805 |
9 | To re-elect Judy Gibbons | 568,239,755 | 99.48 | 2,961,645 | 0.52 | 74.54% | 1,061,655 |
10 | To re-elect David Tyler | 566,657,725 | 99.20 | 4,545,525 | 0.80 | 74.54% | 1,059,805 |
11 | To elect Carol Welch | 571,198,666 | 100.00 | 2,734 | 0.00 | 74.54% | 1,061,655 |
12 | To re-appoint PricewaterhouseCoopers LLP as auditor | 561,388,606 | 98.28 | 9,811,724 | 1.72 | 74.54% | 1,062,724 |
13 | To authorise the Audit Committee to agree the auditor's remuneration | 561,192,203 | 98.26 | 9,962,267 | 1.74 | 74.53% | 1,108,585 |
14 | To authorise the Directors to allot securities pursuant to Section 551 of the Companies Act 2006 | 398,432,979 | 69.76 | 172,731,082 | 30.24 | 74.54% | 1,098,993 |
15* | To empower the directors pursuant to Section 570 and 573 of the Companies Act 2006 to allot equity securities as though Section 561(1) of that Act did not apply to such allotment | 544,806,980 | 95.62 | 24,946,614 | 4.38 | 74.35% | 2,509,461 |
16* | To empower the directors pursuant to Section 570 and 573 of the Companies Act 2006 to allot equity securities as though Section 561(1) of that Act did not apply to such allotment in addition to those conferred by resolution 15 | 548,028,365 | 96.19 | 21,689,228 | 3.81 | 74.35% | 2,545,461 |
17* | To authorise market purchases by the Company of its shares | 558,272,222 | 97.74 | 12,879,811 | 2.26 | 74.53% | 1,111,021 |
* Special resolution (75% majority required).
** A vote withheld is not a vote in law and is not counted towards the votes cast 'For' or 'Against' a resolution.
The Board notes that, although resolution 2 was passed with the necessary majority, 29.7% of votes received were against. The Board understands the concerns of some investors but notes that the reward structure is in line with the Remuneration Policy and recent previous practice. No bonuses were awarded to the continuing Executive Directors for 2018, and the LTIP which vested in 2018 had, when it had been granted in 2014, been reduced by 50% from the normal policy level. In the coming months the Remuneration Committee will be undertaking its regular triennial review of the remuneration structure and quantum, prior to submitting the revised Remuneration Policy to shareholders at the AGM in 2020. As part of that review, the views of shareholders and voting agencies will be considered, and further consultation undertaken, to ensure that executive reward continues to be aligned with shareholder interests.
In addition, the Board notes that, although resolution 14 was passed with the necessary majority, 30.2% of votes received were against. This resolution is considered routine for listed companies in the UK and is within the Investment Association's Share Capital Management Guidelines. The Board is aware however, that certain overseas institutional investors have a policy of not supporting this authority for the Directors to issue shares. The Board considers the flexibility afforded by this authority to be in the best interests of the Company and shareholders. The Company will continue to engage with those shareholders on this matter in future.
The issued share capital of the Company as at 6.30pm on 26 April 2019 (the time by which shareholders who wanted to attend, speak and vote at the AGM were entered on the Register) was 766,293,613 ordinary shares.
Copies of the resolutions passed, other than the resolutions constituting ordinary business, at the AGM will shortly be available for inspection at the National Storage Mechanism, which is located at www.morningstar.co.uk/uk/nsm.
A copy of the poll results for the Annual General Meeting is also available on the Hammerson plc website (www.hammerson.com).
The full text of the resolutions is set out in the Notice of Meeting which is also available at www.hammerson.com.
Sarah Booth
General Counsel and Company Secretary
30 April 2019
Note: the announcement above has also been released on the SENS system of the Johannesburg Stock Exchange.
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