Last checked at 11 May 2023 17:50
Result of AGMLEI: 213800ZBKL9BHSL2K459
11 May 2023
OSB GROUP PLC
(the ‘Company’)
Results of Annual General Meeting (AGM) and Board Changes
Results of AGM
Results of the proxy voting for the 2023 AGM held on Thursday, 11 May 2023.
All resolutions were passed by the requisite majority on a poll; resolutions 1 to 9 as ordinary resolutions and resolutions 10 to 14 as special resolutions.
The following proxy votes were cast in respect of the AGM resolutions:
| Ordinary Resolutions | Total votes For | % | Total votes Against | % | Total votes cast | % of issued share capital | Votes withheld | |
| 1 | To receive the Accounts and the Reports | 374,517,798 | 100.00% | 5,948 | 0.00% | 374,523,746 | 87.92 | 319,731 |
| 2 | To approve the Remuneration Report* | 300,592,875 | 80.19% | 74,244,358 | 19.81% | 374,837,233 | 87.99 | 6,244 |
| 3 | To declare a final dividend | 374,840,673 | 100.00% | 172 | 0.00% | 374,840,845 | 87.99 | 2,632 |
| 4(a) | To elect Kal Atwal | 374,661,326 | 99.95% | 176,908 | 0.05% | 374,838,234 | 87.99 | 5,243 |
| 4(b) | To re-elect Elizabeth Noël Harwerth | 362,380,300 | 96.68% | 12,458,767 | 3.32% | 374,839,067 | 87.99 | 4,410 |
| 4(c) | To re-elect Sarah Hedger | 362,380,300 | 96.68% | 12,458,767 | 3.32% | 374,839,067 | 87.99 | 4,410 |
| 4(d) | To re-elect Rajan Kapoor | 362,659,058 | 96.75% | 12,180,009 | 3.25% | 374,839,067 | 87.99 | 4,410 |
| 4(e) | To re-elect Simon Walker | 374,557,269 | 99.92% | 281,798 | 0.08% | 374,839,067 | 87.99 | 4,410 |
| 4(f) | To re-elect David Weymouth | 355,412,511 | 94.82% | 19,426,556 | 5.18% | 374,839,067 | 87.99 | 4,410 |
| 4(g) | To re-elect Andrew Golding | 374,825,481 | 100.00% | 13,586 | 0.00% | 374,839,067 | 87.99 | 4,410 |
| 4(h) | To re-elect April Talintyre | 372,549,567 | 99.39% | 2,289,500 | 0.61% | 374,839,067 | 87.99 | 4,410 |
| 5 | To re-appoint Deloitte LLP as Auditor | 374,681,994 | 99.96% | 156,679 | 0.04% | 374,838,673 | 87.99 | 4,804 |
| 6 | To give authority to the Group Audit Committee to agree the Auditor’s remuneration | 373,137,330 | 99.55% | 1,700,182 | 0.45% | 374,837,512 | 87.99 | 5,965 |
| 7 | To give authority to make political donations | 367,772,188 | 98.35% | 6,167,057 | 1.65% | 373,939,245 | 87.78 | 904,232 |
| 8 | To give authority to allot shares (general authority) | 359,416,258 | 95.89% | 15,422,254 | 4.11% | 374,838,512 | 87.99 | 4,965 |
| 9 | To give authority to allot shares (in relation to Regulatory Capital Convertible Instruments) | 373,283,978 | 99.59% | 1,554,534 | 0.41% | 374,838,512 | 87.99 | 4,965 |
| Special Resolutions | ||||||||
| 10 | To give authority to disapply pre-emption rights (general authority) | 373,259,330 | 99.58% | 1,577,485 | 0.42% | 374,836,815 | 87.99 | 6,662 |
| 11 | To give authority to disapply pre-emption rights (acquisitions and specified capital investments) | 372,545,493 | 99.39% | 2,294,519 | 0.61% | 374,840,012 | 87.99 | 3,465 |
| 12 | To give authority to disapply pre-emption rights (in relation to Regulatory Capital Convertible Instruments) | 373,297,023 | 99.59% | 1,542,989 | 0.41% | 374,840,012 | 87.99 | 3,465 |
| 13 | To give authority to re-purchase shares | 372,057,892 | 99.60% | 1,506,428 | 0.40% | 373,564,320 | 87.69 | 1,279,157 |
| 14 | To authorise the convening of a general meeting other than an AGM on not less than 14 clear days’ notice | 362,472,540 | 96.70% | 12,365,972 | 3.30% | 374,838,512 | 87.99 | 4,965 |
NOTES: 1. ‘Total Votes For’ include votes recorded as at the discretion of the appointed proxy. 2. The ‘vote withheld’ option was provided to enable shareholders to refrain from voting on any particular resolution. A vote withheld is not a vote in law and has not been counted in the calculation of the proportion of the vote ‘For’ and ‘Against’ a resolution. 3. As at the date of the AGM, the issued share capital of the Company was 426,009,559 ordinary shares. 4. The full text of the resolutions is detailed in the Notice of Meeting which can be found on the Company’s website https://www.osb.co.uk/investors/shareholder-services/agm-information/
Copies of the special business resolutions passed at the AGM have been submitted to the UK Listing Authority, and will shortly be available for inspection at the UK Listing Authority’s National Storage Mechanism which is located at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
\* The Board notes the strong level of shareholder support for Resolution 2, approval of the Directors’ Remuneration Report, albeit recognises that this was lower than for the other resolutions and below the overwhelming support we have enjoyed at recent shareholder meetings on remuneration matters. We take it seriously when the level of support falls below our high expectations and, accordingly, have engaged institutional shareholders that voted against this resolution to understand and address their concerns.
Board Changes
Graham Allatt and Mary McNamara retired at the conclusion of the Annual General Meeting.
Enquiries:
OSB GROUP PLC
Nickesha Graham-Burrell
Group Head of Company Secretariat
t: 01634 835 796
Investor relations
Email: osbrelations@osb.co.uk t: 01634 838 973
Brunswick Group
Robin Wrench/Simone Selzer
t: 020 7404 5959
Notes to Editors
About OSB GROUP PLC
OSB began trading as a bank on 1 February 2011 and was admitted to the main market of the London Stock Exchange in June 2014 (OSB.L). OSB joined the FTSE 250 index in June 2015. On 4 October 2019, OSB acquired Charter Court Financial Services Group plc and its subsidiary businesses. On 30 November 2020, OSB GROUP PLC became the listed entity and holding company for the OSB Group. The Group provides specialist lending and retail savings and is authorised by the Prudential Regulation Authority, part of the Bank of England, and regulated by the Financial Conduct Authority and Prudential Regulation Authority. The Group reports under two segments, OneSavings Bank and Charter Court Financial Services.