REG - Close Bros Grp PLC - Result of AGM

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RNS Number : 4157I  Close Brothers Group PLC  20 November 2025

    Close Brothers Group plc

    AGM Results

 

 

 

 

At the Annual General Meeting ("AGM") of Close Brothers Group plc (the
"Company") held on 20 November 2025 at 11.00am, all resolutions put to
shareholders were duly passed on a poll with the required majorities. The full
text of each resolution is contained in the Notice of Annual General Meeting
(the "Notice"). Resolutions 1 to 16 were passed as ordinary resolutions.
Resolutions 17 to 21 were passed as special resolutions.

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

 

                                                                                       Total Votes For  %       For        Total Votes Against  % Against  Total Votes Cast  % of Issued Share Capital Voted  Votes Withheld

      Ordinary Resolutions
 1.   To receive the Company's 2025 Annual Report and Accounts together with the       111,198,538      99.98              21,694               0.02       111,220,232       73.89%                           601,927
      reports of the Directors and of the auditor.
 2.   To approve the Directors' Remuneration Report for the financial year ended 31    111,525,916      99.76              270,328              0.24       111,796,244       74.27%                           25,915
      July 2025.
 3.   To elect Fiona McCarthy as a Director of the Company.                            108,073,276      96.66              3,733,696            3.34       111,806,972       74.28%                           15,187
 4.   To re-elect Mike Biggs as a Director of the Company.                             105,792,006      94.63              5,999,933            5.37       111,791,939       74.27%                           30,220
 5.   To re-elect Mike Morgan as a Director of the Company.                            108,119,425      96.70              3,686,951            3.30       111,806,376       74.28%                           15,783
 6.   To re-elect Tracey Graham as a Director of the Company.                          103,132,277      92.24              8,675,587            7.76       111,807,864       74.28%                           14,295
 7.   To re-elect Kari Hale as a Director of the Company.                              103,236,201      92.34              8,568,655            7.66       111,804,856       74.28%                           17,303
 8.   To re-elect Patricia Halliday as a Director of the Company.                      103,950,269      92.97              7,854,818            7.03       111,805,087       74.28%                           17,072
 9.   To re-elect Tesula Mohindra as a Director of the Company.                        103,906,039      92.94              7,898,425            7.06       111,804,464       74.28%                           17,695
 10.  To re-elect Mark Pain as a Director of the Company.                              103,243,452      92.34              8,561,904            7.66       111,805,356       74.28%                           16,803
 11.  To re-elect Sally Williams as a Director of the Company.                         108,130,406      96.71              3,674,681            3.29       111,805,087       74.28%                           17,072
 12.  To reappoint PricewaterhouseCoopers LLP as auditor of the Company.               111,748,181      99.95              56,436               0.05       111,804,617       74.28%                           17,542
 13.  To authorise the Audit Committee (on behalf of the Board) to determine the       111,763,752      99.96              45,340               0.04       111,809,092       74.28%                           13,067
      remuneration of the auditor.
 14.  That the Company and all companies that are its subsidiaries, be authorised to   111,612,663      99.82              200,614              0.18       111,813,277       74.28%                           8,882
      make political donations not exceeding 100,000 GBP (see Notice).
 15.  To authorise the Board to allot shares in the Company and to grant rights to     95,990,688       85.85              15,823,660           14.15      111,814,348       74.28%                           7,811
      subscribe for or convert any security into shares (see Notice).
 16.  To authorise the Board to allot shares in connection with AT1 Securities (see    97,953,560       87.61              13,855,370           12.39      111,808,930       74.28%                           13,229
      Notice).
      Special Resolutions
 17.  That, subject to the passing of Resolution 15, the Board be given power to       93,551,479       83.67              18,255,119           16.33      111,806,598       74.28%                           15,561
      allot equity securities for cash as if section 561 of the Act did not apply
      (see Notice).
 18.  That, subject to Resolutions 15 and 17 passing, the Board be given the power     91,643,825       81.97              20,159,264           18.03      111,803,089       74.28%                           19,070
      to allot equity securities for cash as if section 561 of the Act did not apply
      (see Notice).
 19.  That, subject to the passing of Resolution 16, the Board be given authority to   97,920,692       87.58              13,883,649           12.42      111,804,341       74.28%                           17,818
      disapply pre-emption rights in connection with AT1 Securities (see Notice).
 20.  That the Company be authorised to make one or more market purchases of its       111,761,923      99.96              43,478               0.04       111,805,401       74.28%                           16,758
      ordinary shares of 25p each (see Notice).
 21.  That a general meeting other than an annual general meeting may be called on     106,983,120      95.68              4,829,829            4.32       111,812,949       74.28%                           9,210
      not less than 14 clear days' notice.

 

 

NOTES:

 

1.  'Total Votes For' include votes recorded as at the discretion of the
Chairman of the meeting.

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.  For the purposes of the AGM, the issued share capital of the Company was
150,523,959 ordinary shares (excluding 1,536,331 Treasury shares).

4.  The full text of the resolutions is detailed in the Notice available on
the Company website at
www.closebrothers.com/investor-relations/shareholder-information/annual-general-meeting
(http://www.closebrothers.com/investor-relations/shareholder-information/annual-general-meeting)
.

 

 

In accordance with UK Listing Rule 6.4.2, copies of the Special Resolutions
passed at the Annual General Meeting have been submitted to the Financial
Conduct Authority and will shortly be available for inspection from the
National Storage Mechanism
at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism)

 

 

 

Enquiries: Tiffany Brill, Deputy Company Secretary

020 3857 6251

 

 

 

 

About Close Brothers

 

Close Brothers is a leading UK merchant banking group providing lending,
deposit taking and securities trading. We employ approximately 3,000 people,
principally in the United Kingdom and Ireland. Close Brothers Group plc is
listed on the London Stock Exchange and is a constituent of the FTSE 250.

 

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