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Hammerson plc (the "Company" or "Hammerson")
Results of the 2024 Annual General Meeting
25 April 2024
At the Annual General Meeting (the "AGM") of the Company held at Marble Arch House, 66 Seymour Street, London W1H 5BX on Thursday, 25 April 2024, all the resolutions were voted upon by a poll and were passed by the requisite majority of 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 2023 |
4,222,537,368 |
100.00 |
15,390 |
0.00 |
84.63% |
4,243,301 |
|
2 |
To receive and approve the Directors' Remuneration Report for the year ended 31 December 2023 |
3,499,200,418 |
82.83 |
725,452,297 |
17.17 |
84.67% |
2,143,344 |
|
3 |
To declare a final dividend for the year ended 31 December 2023 |
4,224,703,930 |
100.00 |
1,313 |
0.00 |
84.68% |
2,090,816 |
|
4 |
To re-elect Habib Annous as a Director of the Company |
3,577,397,619 |
84.68 |
647,300,029 |
15.32 |
84.68% |
2,098,409 |
|
5 |
To re-elect Méka Brunel as a Director of the Company |
3,605,797,697 |
85.35 |
618,894,284 |
14.65 |
84.68% |
2,104,076 |
|
6 |
To re-elect Mike Butterworth as a Director of the Company |
4,178,696,618 |
98.91 |
45,999,195 |
1.09 |
84.68% |
2,100,244 |
|
7 |
To re-elect Rita-Rose Gagné as a Director of the Company |
4,200,625,478 |
99.43 |
24,073,011 |
0.57 |
84.68% |
2,097,570 |
|
8 |
To re-elect Adam Metz as a Director of the Company |
4,178,317,704 |
98.90 |
46,374,568 |
1.10 |
84.68% |
2,103,785 |
|
9 |
To re-elect Robert Noel as a Director of the Company |
3,553,647,269 |
84.12 |
671,050,379 |
15.88 |
84.68% |
2,098,409 |
|
10 |
To re-elect Himanshu Raja as a Director of the Company |
4,200,352,328 |
99.42 |
24,350,578 |
0.58 |
84.68% |
2,093,153 |
|
11 |
To re-elect Carol Welch as a Director of the Company |
3,604,179,263 |
85.31 |
620,518,666 |
14.69 |
84.68% |
2,098,128 |
|
12 |
To re-appoint PricewaterhouseCoopers LLP as auditor |
4,224,141,238 |
99.99 |
439,574 |
0.01 |
84.67% |
2,215,247 |
|
13 |
To authorise the Audit Committee to agree the auditor's remuneration |
4,224,280,721 |
99.99 |
264,948 |
0.01 |
84.67% |
2,250,390 |
|
14 |
To authorise the Directors to allot shares |
3,353,933,332 |
79.39 |
870,556,339 |
20.61 |
84.67% |
2,306,388 |
|
15 |
To disapply pre-emption rights* |
3,396,884,719 |
80.41 |
827,604,952 |
19.59 |
84.67% |
2,306,388 |
|
16 |
To disapply pre-emption rights in addition to those conferred by resolution 15* |
3,396,719,178 |
80.41 |
827,771,733 |
19.59 |
84.67% |
2,305,148 |
|
17 |
To authorise market purchases by the Company of its shares* |
3,649,135,329 |
86.39 |
574,928,254 |
13.61 |
84.66% |
2,732,315 |
Resolution 14 (authority to allot shares) received 79.39% of votes in favour and was duly passed at the AGM. The level of allotment authority therefore continues to be supported by a clear majority of the Company's shareholders voting at the AGM. This is a customary authority sought by UK listed companies in line with the Investment Association's share capital management guidelines. Following shareholder consultation in previous years, the level of authority sought (and approved today by shareholders) is less than that typically sought by UK listed companies. The Company is aware that certain overseas institutional investors have a policy of not supporting this authority. The Board considers the flexibility afforded by this authority to be in the best interests of the Company and shareholders. In accordance with provision 4 of the UK Corporate Governance Code (the "Code") the Company will continue to engage with relevant shareholders on this matter. An update will be provided within six months of the AGM, in accordance with the Code, with a final summary to be included in the Company's 2024 annual report and accounts.
Other information
* 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.
(1) The issued share capital of the Company as at 6.30 p.m. on Tuesday, 23 April 2024 (the time by which shareholders who wanted to attend, speak and vote at the AGM were entered on the Register) was 5,002,265,607 ordinary shares, with 13,008,260 shares held in treasury. The total number of voting rights in Hammerson plc was therefore 4,989,257,347.
(2) 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://www.fca.org.uk/markets/primary-markets/regulatory-disclosures/national-storage-mechanism. The documents have also been submitted to Euronext Dublin.
(3) A copy of the poll results for the Annual General Meeting is also available on the Hammerson plc website at https://www.hammerson.com/investors/shareholder-centre/general-meetings.
(4) The full text of the resolutions is set out in the Notice of Meeting which is also available at https://www.hammerson.com/investors/shareholder-centre/general-meetings.
Richard Crowle
Senior Assistant Company Secretary
This announcement has also been released on the SENS system of the Johannesburg Stock Exchange and on Euronext Dublin.
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