Last checked at 21 Jun 2023 14:55
THG PLC
(the "Company")
21 June 2023
Results of Annual General Meeting
Following its annual general meeting ("AGM" or "Meeting") which was held today at 1:00 p.m., the Company is pleased to announce that all resolutions which were put to the Meeting were duly passed by the requisite majorities. Resolutions 1 to 15 were passed by the shareholders of the Company as ordinary resolutions and resolutions 16 to 19 were passed as special resolutions. All resolutions were voted on by poll.
Total votes received for each ordinary resolution and special resolution proposed at the AGM were as follows:
Resolution | *Votes For | %age of Votes Cast | Votes Against | %age of Votes Cast | Total Votes Cast | **%age of ISC Voted | ***Votes Withheld |
1. To receive the Report & Accounts | 822,877,460 | 99.81% | 1,583,011 | 0.19% | 824,460,471 | 63.45 | 2,684,663 |
2. To approve the Directors' Remuneration Report (excluding the Directors' Remuneration Policy) | 796,923,612 | 96.46% | 29,288,261 | 3.54% | 826,211,873 | 63.59 | 933,261 |
3. To elect Sue Farr as a Director
| 800,014,255 | 96.99% | 24,799,746 | 3.01% | 824,814,001 | 63.48 | 2,331,133 |
4. To elect Gillian Kent as a Director | 799,965,055 | 97.02% | 24,612,648 | 2.98% | 824,577,703 | 63.46 | 2,567,431 |
5. To elect Dean Moore as a Director | 799,818,888 | 97.00% | 24,763,911 | 3.00% | 824,582,799 | 63.46 | 2,562,335 |
6. To re-elect Charles Allen, Lord Allen of Kensington CBE, as a Director | 769,737,775 | 93.90% | 49,986,986 | 6.10% | 819,724,761 | 63.09 | 7,420,373 |
7. To re-elect John Gallemore as a Director | 795,612,269 | 96.31% | 30,478,277 | 3.69% | 826,090,546 | 63.58 | 1,054,588 |
8. To re-elect Edward Koopman as a Director | 795,434,525 | 97.07% | 24,004,350 | 2.93% | 819,438,875 | 63.06 | 7,706,259 |
9. To re-elect Iain McDonald as a Director | 624,887,642 | 76.27% | 194,459,200 | 23.73% | 819,346,842 | 63.06 | 7,798,292 |
10. To re-elect Matthew Moulding as a Director | 790,668,169 | 95.65% | 35,915,062 | 4.35% | 826,583,231 | 63.61 | 561,903 |
11. To re-elect Damian Sanders as a Director | 801,814,933 | 97.24% | 22,741,487 | 2.76% | 824,556,420 | 63.46 | 2,588,714 |
12. To re-appoint Ernst & Young LLP as auditor of the Company | 820,879,758 | 99.51% | 4,068,180 | 0.49% | 824,947,938 | 63.49 | 2,197,196 |
13. To authorise the Audit Committee to determine the auditor's remuneration | 821,922,242 | 99.63% | 3,027,728 | 0.37% | 824,949,970 | 63.49 | 2,195,164 |
14. To authorise the Directors to allot shares | 787,042,861 | 95.21% | 39,567,504 | 4.79% | 826,610,365 | 63.62 | 534,769 |
15. To authorise political donations | 732,875,221 | 97.76% | 16,805,582 | 2.24% | 749,680,803 | 57.70 | 77,464,331 |
16. To authorise the Directors to disapply statutory pre-emption rights | 796,841,732 | 96.80% | 26,331,115 | 3.20% | 823,172,847 | 63.35 | 3,972,287 |
17. To authorise the Directors to further disapply statutory pre-emption rights in connection with an acquisition or specified capital investment | 796,107,353 | 96.70% | 27,173,052 | 3.30% | 823,280,405 | 63.36 | 3,864,729 |
18. To authorise the Company to purchase its own shares | 804,330,003 | 97.50% | 20,593,242 | 2.50% | 824,923,245 | 63.49 | 2,221,889 |
19. To authorise a 14-day notice period for general meetings other than annual general meetings | 818,062,552 | 99.16% | 6,913,969 | 0.84% | 824,976,521 | 63.49 | 2,168,613 |
\* The votes of any proxy giving the Chair discretion as to how to vote have been included in the votes "For" a resolution.
*\* The total number of ordinary shares in issue (excluding treasury shares) and eligible to be voted at the AGM was 1,299,364,413.
***A vote withheld is not a vote in law and is not counted in the calculation of percentage of votes "For" or "Against" a resolution.
The Company notes that a significant number of votes were cast against resolution 9 relating to the re-election of Iain McDonald as a director of the Company. The Board takes seriously its responsibilities to represent the interests of shareholders and to uphold the highest standards of corporate governance and is open to constructive dialogue with shareholders and shareholder bodies. Accordingly, it will undertake a detailed review of any feedback received on this resolution to ensure it fully understands the reasons behind the voting result and to allow it to understand shareholders' concerns and will continue to engage with shareholders over the coming months as appropriate. Further, in line with the provisions of the UK Corporate Governance Code (July 2018), the Company will provide an update on the views received from shareholders and actions taken in response in no later than six months' time.
In accordance with Listing Rule 14.3.6R, a copy of all resolutions, other than resolutions concerning ordinary business, will be submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism. A copy of the poll results for the AGM will also be available shortly on the Company's website at https://www.thg.com/investor-relations/annual-general-meeting-documents.
If you require further information, please contact:
James PochinGeneral Counsel & Company Secretary THG PLC Telephone No.: 020 7250 1446