Last checked at 28 Apr 2022 15:30
FOR IMMEDIATE RELEASE
Hammerson plc (the "Company")
Results of the 2022 Annual General Meeting
28 April 2022
Further to the announcement entitled 'Annual Report, Notice of AGM & Scrip Circular' on Wednesday, 23 March 2022, the Company announces that at the Annual General Meeting (AGM) of Hammerson plc (the Company) held at Kings Place, 90 York Way, London N1 9GE on Thursday, 28 April 2022, 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 2021 | 3,458,247,323 | 100.00 | 1,540 | 0.00 | 78.25% | 3,048,458 |
2 | To receive and approve the Directors' Remuneration Report for the year ended 31 December 2021 | 3,206,979,255 | 92.73 | 251,383,588 | 7.27 | 78.25% | 2,934,478 |
3 | To declare a final dividend for the year ended 31 December 2021 | 3,458,852,722 | 100.00 | 3,426 | 0.00 | 78.26% | 2,441,173 |
4 | To grant the Board authority to offer the enhanced scrip dividend alternative* | 3,458,838,002 | 100.00 | 26,033 | 0.00 | 78.26% | 2,433,286 |
5 | To elect Habib Annous as a Director of the Company | 3,448,025,511 | 99.69 | 10,835,310 | 0.31 | 78.26% | 2,436,500 |
6 | To elect Himanshu Raja as a Director of the Company | 3,438,856,134 | 99.44 | 19,526,972 | 0.56 | 78.25% | 2,914,215 |
7 | To re-elect Mike Butterworth as a Director of the Company | 3,406,294,918 | 98.49 | 52,090,915 | 1.51 | 78.25% | 2,911,488 |
8 | To re-elect Méka Brunel as a Director of the Company | 3,407,850,641 | 98.54 | 50,535,155 | 1.46 | 78.25% | 2,911,525 |
9 | To re-elect Desmond de Beer as a Director of the Company | 3,180,204,156 | 91.96 | 278,192,954 | 8.04 | 78.25% | 2,900,211 |
10 | To re-elect Rita-Rose Gagné as a Director of the Company | 3,442,130,243 | 99.52 | 16,746,627 | 0.48 | 78.26% | 2,911,525 |
11 | To re-elect Adam Metz as a Director of the Company | 3,408,305,500 | 98.54 | 50,536,281 | 1.46 | 78.26% | 2,455,540 |
12 | To re-elect Robert Noel as a Director of the Company | 3,364,657,706 | 97.28 | 94,163,705 | 2.72 | 78.26% | 2,475,910 |
13 | To re-elect Carol Welch as a Director of the Company | 3,407,850,545 | 98.54 | 50,532,595 | 1.46 | 78.25% | 2,914,181 |
14 | To re-appoint PricewaterhouseCoopers LLP as auditor | 3,455,731,390 | 99.91 | 3,067,829 | 0.09 | 78.26% | 2,498,102 |
15 | To authorise the Audit Committee to agree the auditor's remuneration | 3,452,855,223 | 99.83 | 5,925,065 | 0.17 | 78.26% | 2,517,033 |
16 | To authorise the Directors to allot shares | 3,272,998,893 | 94.63 | 185,855,174 | 5.37 | 78.26% | 2,443,254 |
17 | To disapply pre-emption rights* | 3,348,336,695 | 96.84 | 109,399,915 | 3.16 | 78.24% | 3,560,711 |
18 | To disapply pre-emption rights in addition to those conferred by resolution 19* | 3,332,964,114 | 96.39 | 124,772,438 | 3.61 | 78.24% | 3,560,769 |
19 | To authorise market purchases by the Company of its shares* | 3,452,859,868 | 99.99 | 302,977 | 0.01 | 78.14% | 8,134,476 |
* 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.
Resolutions 3 and 4 passed at the AGM enable the Directors to proceed with the proposed Final 2021 Dividend and Enhanced Scrip Dividend Alternative, as set out in the circular published on 23 March 2022. Cash payments in respect of the Final 2021 Dividend and the date of issue, admission and first day of dealings in new shares allotted pursuant to the Enhanced Scrip Dividend Alternative on the London Stock Exchange, Euronext Dublin and Johannesburg Stock Exchange is expected to be Tuesday, 10 May 2022.
The Board retains the discretion to withdraw or modify the terms of the Enhanced Scrip Dividend Alternative, because there are certain situations in which the Board may decide that it is no longer appropriate to offer the Enhanced Scrip Dividend Alternative, or it may not be permissible for the Company to do so. In such circumstances, the Final 2021 Dividend would be paid to all shareholders in cash.
Gwyn Burr did not stand for re-election at the AGM and has now formally stood down as a Director of the Company, as announced on 4 March 2021. Habib Annous has now succeeded Gwyn as Chair of the Remuneration Committee with immediate effect. Andrew Formica did not stand for re-election at the AGM and has now formally stood down as a Director of the Company, as announced on 4 March 2022.
The issued share capital of the Company as at 6.30 p.m. on Tuesday, 26 April 2022 (the time by which shareholders who wanted to attend, speak and vote at the AGM were entered on the Register) was 4,419,457,161 ordinary shares, with 7,691,247 shares held in treasury. The total number of voting rights in Hammerson plc was therefore 4,411,765,914.
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. The documents have also been submitted to Euronext Dublin.
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.
Richard Crowle
Assistant Company Secretary
+44 (0) 20 7887 1000
This announcement has also been released on the SENS system of the Johannesburg Stock Exchange and on Euronext Dublin.