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Result of AGM

Thu 7th May, 2020 12:08pm
Result of AGM

LEI: 213800WTQKOQI8ELD692

7 May 2020

OneSavings Bank plc

(the ‘Company’)

Results of Annual General Meeting (AGM)

Results of AGM

Results of the proxy voting for the 2020 AGM held on Thursday, 7 May 2020.

All resolutions were passed by the requisite majority on a poll; resolutions 1 to 3 and 6 to 11 as ordinary resolutions, resolutions 4 and 12 to 16 as special resolutions. Resolution 5 was withdrawn due to the unprecedented circumstances relating to COVID-19.

The following proxy votes were cast in respect of the AGM resolutions:

Ordinary ResolutionsTotal votes For%Total votes Against%Total votes cast % of issued share capitalVotes withheld
 1To receive the Accounts and the Reports384,135,61599.99%41,7720.01%384,177,38786.10%1,236,514
 2To approve the Remuneration Report346,107,74189.80%39,302,76010.20%385,410,50186.38%3,400
 3To approve the Remuneration Policy362,457,65994.37%21,608,3465.63%384,066,00586.07%927,854
 4To authorise the higher variable
remuneration cap
381,448,38599.99%35,0350.01%381,483,42085.50%3,151,289
 5To declare a dividend (WITHDRAWN)n/an/an/an/an/an/an/a
  6(a)To elect Noël Harwerth384,888,77799.86%524,8470.14%385,413,62486.38%278
  6(b)To elect Rajan Kapoor384,881,84599.86%522,8090.14%385,404,65486.37%9,248
 6(c)To re-elect David Weymouth383,905,33099.84%619,9090.16%384,525,23986.18%888,663
 6(d)To re-elect John Graham Allatt384,760,36099.83%653,2640.17%385,413,62486.38%278
 6(e)To re-elect Sarah Hedger384,890,60999.86%523,0150.14%385,413,62486.38%278
 6(f)To re-elect Mary McNamara373,777,99196.98%11,635,6323.02%385,413,62386.38%278
 6(g)To re-elect Andrew Golding384,889,13899.86%524,4860.14%385,413,62486.38%278
 6(h)To re-elect April Talintyre384,454,17699.75%959,4480.25%385,413,62486.38%278
 7To re-appoint Deloitte LLP as Auditor385,386,64299.99%26,4000.01%385,413,04286.38%860
 8To give authority to the Group Audit Committee to agree the Auditor’s remuneration385,408,687100.00%3,3550.00%385,412,04286.38%1,860
 9To give authority to make political donations372,983,61096.78%12,428,7923.22%385,412,40286.38%1,500
 10To give authority to allot shares (general authority)381,519,81098.99%3,891,2371.01%385,411,04786.38%2,855
 11To give authority to allot shares (in relation to Regulatory Capital Convertible Instruments)383,406,98399.48%2,004,0640.52%385,411,04786.38%2,855
Special Resolutions       
 12To give authority to disapply pre-emption rights (general authority)380,244,75298.66%5,166,1951.34%385,410,94786.38%2,955
 13To give authority to disapply pre-emption rights (acquisitions and specified capital investments)382,219,50799.17%3,191,4400.83%385,410,94786.38%2,955
 14To give authority to disapply pre-emption rights (in relation to Regulatory Capital Convertible Instruments)381,265,55698.92%4,145,3901.08%385,410,94686.38%2,955
 15To give authority to purchase own shares384,400,21699.76%934,0080.24%385,334,22486.36%79,677
 16To authorise the convening of a general meeting other than an AGM on not less than 14 clear days’ notice379,597,15398.49%5,816,7491.51%385,413,90286.38%

 
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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. At the date of the AGM the issued share capital of the Company was 446,201,467 ordinary shares.
4. The full text of the resolutions is detailed in the Notice of Meeting to be found on the Company 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

Board Changes

Tim Brooke, Margaret Hassall and Ian Ward left the Board at the conclusion of the AGM.

Enquiries:

OneSavings Bank plc

Nickesha Graham-Burrell

Head of Company Secretariat

t: 01634 835 796

Brunswick Group

Robin Wrench/Simone Selzer

t: 020 7404 5959

Notes to Editors

About OneSavings Bank plc
OneSavings Bank 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 (CCFS) and its subsidiary businesses. OSB is a specialist lending and retail savings Group authorised by the Prudential Regulation Authority, part of the Bank of England, and regulated by the Financial Conduct Authority and Prudential Regulation Authority.

OneSavings Bank

OSB primarily targets market sub-sectors that offer high growth potential and attractive risk-adjusted returns in which it can take a leading position and where it has established expertise, platforms and capabilities. These include private rented sector Buy-to-Let, commercial and semi-commercial mortgages, residential development finance, bespoke and specialist residential lending, secured funding lines and asset finance.

OSB originates mortgages organically via specialist brokers and independent financial advisers through its specialist brands including Kent Reliance for Intermediaries, InterBay Commercial and Prestige Finance. It is differentiated through its use of highly skilled, bespoke underwriting and efficient operating model.

OSB is predominantly funded by retail savings originated through the long-established Kent Reliance name, which includes online and postal channels as well as a network of branches in the South East of England. Diversification of funding is currently provided by securitisation programmes, the Term Funding Scheme and the Bank of England Indexed Long-Term Repo operation.


Charter Court Financial Services Group

CCFS focuses on providing Buy-to-Let and specialist residential mortgages, mortgage servicing, administration and credit consultancy and retail savings products. It operates through its three brands – Precise Mortgages, Exact Mortgage Experts and Charter Savings Bank.

It is differentiated through risk management expertise and best-of-breed automated technology and systems, ensuring efficient processing, strong credit and collateral risk control and speed of product development and innovation. These factors have enabled strong balance sheet growth whilst maintaining high credit quality mortgage assets.

CCFS is predominantly funded by retail savings originated through its Charter Savings Bank brand. Diversification of funding is currently provided by securitisation programmes, the Term Funding Scheme and the Bank of England Indexed Long-Term Repo operation.

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