HSTN.L Regulatory News (HSTN)

3 December 2019

HANSTEEN HOLDINGS PLC

("Hansteen", the "Company" or, the "Group")

Update on 2019 AGM voting outcome

In its 2019 AGM results announcement on 11 June 2019, the Company reported that all resolutions were passed, although there was a significant minority vote against the following resolutions:

·; Resolution 2 which related to the approval of the Annual Report on Remuneration. Total votes received in favour of this resolution were 73.13%; and

·; Resolution 7 which related to the re-election of Melvyn Egglenton, the Chairman of the Company, as a non-executive Director. Total votes received in favour of this resolution were 62.53%

In consultation with major shareholders, the Chairman and the Senior Independent Director identified that the reason behind the dissenting votes for Resolution 2 related to the final payment under the Founder Long Term Incentive Plan and Resolution 7 related to the absence of female representation on the Board:

Resolution 2

No further awards will be made under this Plan and therefore the reason for the votes against the Resolution no longer exists.

Resolution 7

When deciding whether to recruit a new non-executive Director to replace Margaret Young, who stepped down as a non-executive Director of the Company on 31 December 2018, the Board considered the significant reduction in the size of the Company from net assets of £924.2 million at 31 December 2016 to £470.1 million at 31 December 2018 and its expectations for the future. The reduction in net assets resulted from the disposal of property assets realising substantial profits followed by the return of capital to shareholders of £578.1 million in November 2017 and £144.5 million in May 2018.

Although there has been a significant reduction in the net assets, market capitalisation of the Company and complexity of the Group in the two years to 31 December 2018, the Company has maintained, and continues to maintain its strong control environment, high level of internal controls and robust processes. In light of the foregoing, the Board decided not to replace Margaret Young with another non-executive Director. This decision remains under review by the Board, and it will take into account any possible significant changes in the activities and/or size of the Company in the future and the Board would expect that any future additional appointments to the Board to reflect the desired expertise and background of potential candidates to complement the skills already on the Board while ensuring consideration of ethnicity and gender diversity, as part of the Company's recruitment process.

The Board will continue to engage with shareholders on the size, composition and diversity of the Board and will set out further details of any such consultation in the 2019 Annual Report and Accounts and associated documentation.

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