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28 Apr 2020 16:00
Hammerson plc
Results of the 2020 Annual General Meeting
At the Annual General Meeting (AGM) of Hammerson plc (the Company) held at 30 Burghley Road, London NW5 1UE on Tuesday, 28 April 2020, 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 for the year ended 31 December 2019 | 619,133,499 | 100.00 | 5,810 | 0.00 | 80.80% | 1,224,753 |
2 | To receive and approve the Directors' Remuneration Report (other than the Directors' Remuneration Policy) for the year ended 31 December 2019 | 555,143,064 | 90.04 | 61,395,336 | 9.96 | 80.46% | 3,825,661 |
3 | To receive and approve the Directors' Remuneration Policy | 562,599,919 | 91.34 | 53,325,844 | 8.66 | 80.38% | 4,438,298 |
4 | To declare a final dividend for the year ended 31 December 2019 | WITHDRAWN | |||||
5 | To elect Méka Brunel as a Director of the Company | 619,774,567 | 100.00 | 11,442 | 0.00 | 80.88% | 578,053 |
6 | To elect James Lenton as a Director of the Company | 619,360,997 | 99.93 | 424,972 | 0.07 | 80.88% | 578,093 |
7 | To elect Adam Metz as a Director of the Company | 619,773,434 | 100.00 | 12,535 | 0.00 | 80.88% | 578,093 |
8 | To re-elect David Atkins as a Director | 619,738,078 | 99.99 | 47,891 | 0.01 | 80.88% | 578,093 |
9 | To re-elect Pierre Bouchut as a Director | 469,183,416 | 75.70 | 150,602,593 | 24.30 | 80.88% | 578,053 |
10 | To re-elect Gwyn Burr as a Director | 616,735,543 | 99.51 | 3,050,466 | 0.49 | 80.88% | 578,053 |
11 | To re-elect Andrew Formica as a Director | 619,760,735 | 100.00 | 24,812 | 0.00 | 80.88% | 578,515 |
12 | To re-elect David Tyler as a Director | 619,135,138 | 99.89 | 650,964 | 0.11 | 80.88% | 577,960 |
13 | To re-elect Carol Welch as a Director | 619,766,348 | 100.00 | 19,661 | 0.00 | 80.88% | 578,053 |
14 | To re-appoint PricewaterhouseCoopers LLP as auditor | 619,586,117 | 99.97 | 199,721 | 0.03 | 80.88% | 578,224 |
15 | To authorise the Audit Committee to agree the auditor's remuneration | 619,490,603 | 99.95 | 294,207 | 0.05 | 80.88% | 579,252 |
16 | To authorise the Directors to allot shares | 522,531,479 | 84.31 | 97,210,484 | 15.69 | 80.88% | 622,097 |
17* | To disapply pre-emption rights | 568,032,614 | 91.75 | 51,107,912 | 8.25 | 80.80% | 1,223,536 |
18* | To disapply pre-emption rights in addition to those conferred by resolution 17 | 567,853,942 | 91.72 | 51,286,583 | 8.28 | 80.80% | 1,223,536 |
19* | To authorise market purchases by the Company of its shares | 616,270,369 | 99.46 | 3,325,232 | 0.54 | 80.86% | 768,460 |
20 | To receive and approve the rules of the 2020 Restricted Share Scheme | 568,264,430 | 91.69 | 51,511,731 | 8.31 | 80.88% | 587,900 |
* 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 9, to re-elect Pierre Bouchut, was passed with the necessary majority, 24.3% of votes received were against. The negative vote is understood to be the mechanistic result of an over-boarding analysis; the Company is fully satisfied with Mr Bouchut's contribution and commitment of time to the Company both as Chair of the Audit Committee and as a Non-Executive Director. However, the Company is engaging with shareholders to discuss their concerns.
The issued share capital of the Company as at 6.30pm on 24 April 2020 (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 https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
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.
Alice Darwall
General Counsel and Company Secretary
28 April 2020
The announcement above has also been released on the SENS system of the Johannesburg Stock Exchange.
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