REG - Hammerson PLC - Result of AGM

HammersonAnnouncement

04/05/2023 16:15

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RNS Number : 4782Y  Hammerson PLC  04 May 2023

 

FOR IMMEDIATE RELEASE

Hammerson plc (the "Company" or "Hammerson")

Results of the 2023 Annual General Meeting

4 May 2023

At the Annual General Meeting (the "AGM") of the Company held at Marble Arch
House, 66 Seymour Street, London W1H 5BX on Thursday, 4 May 2023, the
Board-recommended resolutions 1-14 (inclusive) and resolution 17 were passed
by the requisite majority. Further commentary on Board-recommended resolutions
15 and 16 and the shareholder requisitioned resolutions 18 and 19 is set out
below.

All resolutions were voted on by poll and the results of the poll for each
resolution are set out in the table below.

Robert Noel, Chair, said: "While we are pleased that the majority of the
resolutions proposed by the Board were passed with clear majorities, we note
that resolutions 15 and 16 (being the customary special resolutions to
disapply pre-emption rights) did not pass, and that resolutions 2-5, 9 and 14
passed with below an 80% majority in favour. The voting outcomes principally
reflect votes cast against these resolutions by a group of shareholders
connected with Lighthouse.

The resolutions requisitioned by Lighthouse (18 and 19) did not receive the
necessary support from shareholders to pass. We acknowledged the issues raised
by Lighthouse in the Notice of AGM and were pleased to further engage with
Lighthouse and other shareholders on these matters during the AGM process. We
continue to recognise the importance of ongoing engagement and dialogue with
all shareholders.

The Board would like to thank shareholders for their engagement and support
ahead of the AGM and throughout the year. The Board remains confident that the
strategy and leadership team is the right one, and the Group's performance
clearly demonstrates sustained delivery to date. We are confident in the
Group's prospects for the remainder of 2023 and we remain on track to return
to cash dividends as previously guided.

We remain mindful of our responsibilities as custodians of the business and to
the broader stakeholders of the Company. Looking forward, our focus is on
executing our strategy and delivering long-term value for all our
stakeholders. We will continue to actively engage with all our shareholders."

 

                                                                                     Votes For                         Votes Against               Votes Cast         **Votes Withheld
                                                                                     No. of Shares  % of Shares voted  No. of Shares  % of Shares  % of Issued Share  No. of Shares

     Resolution                                                                                                                       voted        Capital
     Board-recommended resolutions
 1   To receive the Directors' Annual Report and Financial Statements for the year   4,196,820,805  99.84%             6,934,056      0.16%        84.04%             5,968,854
     ended 31 December 2022
 2   To receive and approve the Directors' Remuneration Report (other than the part  2,507,121,900  61.01%             1,602,373,868  38.99%       82.15%             100,227,947
     containing the Directors' Remuneration Policy) for the year ended 31 December
     2022
 3   To approve the Directors' Remuneration Policy                                   2,546,605,548  60.67%             1,651,063,011  39.33%       83.92%             12,055,156
 4   To re-elect Habib Annous as a Director of the Company                           2,621,140,637  62.32%             1,584,949,044  37.68%       84.08%             3,634,034
 5   To re-elect Méka Brunel as a Director of the Company                            2,635,307,470  62.65%             1,570,782,154  37.35%       84.08%             3,634,091
 6   To re-elect Mike Butterworth as a Director of the Company                       4,066,654,285  96.68%             139,435,396    3.32%        84.08%             3,634,034
 7   To re-elect Rita-Rose Gagné as a Director of the Company                        4,066,114,285  96.67%             139,975,396    3.33%        84.08%             3,634,034
 8   To re-elect Adam Metz as a Director of the Company                              4,066,857,666  96.69%             139,232,015    3.31%        84.08%             3,634,034
 9   To re-elect Robert Noel as a Director of the Company                            2,573,099,456  61.18%             1,632,990,225  38.82%       84.08%             3,634,034
 10  To re-elect Himanshu Raja as a Director of the Company                          4,064,833,439  96.64%             141,256,242    3.36%        84.08%             3,634,034
 11  To re-elect Carol Welch as a Director of the Company                            3,809,811,286  90.58%             396,278,395    9.42%        84.08%             3,634,034
 12  To re-appoint PricewaterhouseCoopers LLP as auditor                             4,092,723,158  97.50%             104,985,867    2.50%        83.92%             12,014,690
 13  To authorise the Audit Committee to agree the auditor's remuneration            4,092,837,333  97.50%             104,862,335    2.50%        83.92%             12,024,047
 14  To authorise the Directors to allot shares (1)                                  2,322,971,861  55.23%             1,883,132,400  44.77%       84.08%             3,619,934
 15  To disapply pre-emption rights*                                                 2,397,300,916  57.01%             1,807,918,735  42.99%       84.07%             4,504,064
 16  To disapply pre-emption rights in addition to those conferred by resolution     2,398,677,516  57.04%             1,806,564,355  42.96%       84.07%             4,481,844
     15*
 17  To authorise market purchases by the Company of its shares*                     4,089,522,021  97.43%             107,998,348    2.57%        83.91%             12,203,346
     Shareholder requisitioned resolutions
 18  To elect Nick Hughes as a Director of the Company                               1,702,096,117  40.55%             2,495,622,180  59.45%       83.92%             12,005,418
 19  To elect Craig Tate as a Director of the Company                                1,708,622,362  40.70%             2,489,090,433  59.30%       83.92%             12,010,920

 

Ordinary resolutions 2 and 3 (Directors' Remuneration Report and Directors'
Remuneration Policy)

The Board is grateful for continuing shareholder support and engagement on
remuneration matters and is pleased that the Directors' Remuneration Report
and the Remuneration Policy were approved today. The Policy will now be
implemented by the Remuneration Committee for 2023. It is however noted that a
significant minority, comprised principally of the group of shareholders
connected with Lighthouse (the "Connected Parties"), did not support these
items. Resolutions 2 and 3 received votes in favour of 61.01% and 60.67%,
respectively.

The Board and the Remuneration Committee believe that the Remuneration Policy
is robust and fair, having been scrutinised by the Board and reflecting
feedback received from shareholders in 2022.

Last year, the Remuneration Committee reviewed the operation and impact of the
previous Policy and actively engaged with approximately 60% of the share
register and proxy adviser firms. All the feedback received, including the
feedback provided by Lighthouse, was reviewed and discussed extensively at
Remuneration Committee meetings, and the Company provided written responses to
a number of shareholders, including Lighthouse, addressing their comments. In
particular, the Committee took account of the current economic uncertainty and
the need to continue to transform the business alongside shareholder feedback.

As set out in the Directors' Remuneration Report, the Remuneration Committee
intends to keep the Policy under active review to ensure it remains
appropriate to Hammerson's evolution and aligned to stakeholder interests.

Ordinary resolutions 14 (authority to allot shares) and 4, 5 and 9
(re-election of Habib Annous, Méka Brunel and Robert Noel)

The Board notes that resolution 14 received 55.23% of votes in favour and was
duly passed at the AGM. The level of allotment authority therefore continues
to be supported by the majority of the Company's shareholders voting at the
AGM and is in line with the Investment Association's share capital management
guidelines applicable to UK listed companies. The number of votes against the
resolution principally reflects votes cast  by the Connected Parties.

The Board also notes that resolutions 4, 5 and 9 respectively received 62.32%,
62.65% and 61.18% of votes in favour and were passed at the AGM. The number of
votes against these items is largely a result of Lighthouse carrying out its
stated intention - as set out in the Notice of AGM - to vote against the
election "of at least two of Hammerson's non-executive directors".

As set out above, the Board believes that a clear majority of shareholders
want the current Board and management team to continue to focus on delivering
the strategy it has set out for the Group. 2023 is another important year for
the Group's transformation and the current Board remains unwavering in its
focus on delivery.

 

Special resolutions 15 and 16 (disapplication of pre-emption rights)

The Board is disappointed that resolutions 15 and 16 on the disapplication of
statutory pre-emption rights, which were special resolutions requiring a 75%
majority, did not receive sufficient support to be passed (receiving 57.01%
and 57.04% in favour, respectively). Consistent with the voting on other
resolutions at the AGM, the number of votes against is principally the result
of the Connected Parties voting against these resolutions.

The disapplication authority was in line with institutional shareholder
guidance, and the Directors were not seeking the maximum authority permitted
by the Pre-Emption Principles, but rather, at a level that is consistent with
the approach taken in recent years (and which has consistently been approved
by shareholders at previous AGMs) and which would provide the Directors with a
degree of flexibility.

The authority granted at last year's AGM expired at the conclusion of this
year's meeting.

 

Provision 4 of the UK Corporate Governance Code

In accordance with provision 4 of the UK Corporate Governance Code (the
"Code"), the Board confirms that it will consult and continue to engage with
relevant shareholders to understand and discuss the reasons behind the result
on the Board-recommended resolutions that received less than 80% support at
the AGM. 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
2023 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 'Notice of AGM' published on the Company's website and posted to
shareholders on Monday, 3 April 2023 contained a typographical error. An
amendment to correct the error was put to the meeting and approved by a vote
on a show of hands. Voting on Resolution 14 was therefore on the resolution as
amended, which is as follows: "That the Directors be and they are hereby
generally and unconditionally authorised in accordance with section 551 of the
Companies Act 2006 to exercise all the powers of the Company to allot shares
in the Company and to grant rights to subscribe for, or to convert any
security into, shares in the Company (Rights) up to an aggregate nominal
amount of £83,242,906, provided that this authority shall expire at the
conclusion of the next annual general meeting of the Company, or, if earlier,
on 4 August 2023 2024, save that the Company shall be entitled to make offers
or agreements before the expiry of such authority which would or might require
shares to be allotted or Rights to be granted after such expiry and the
Directors shall be entitled to allot shares and grant Rights pursuant to any
such offer or agreement as if this authority had not expired."

(2)  The issued share capital of the Company as at 6.30 p.m. on Tuesday, 2
May 2023 (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 7,691,247 shares held in treasury. The total number of voting rights in
Hammerson plc was therefore 4,994,574,360.

(3)  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://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) . The documents have
also been submitted to Euronext Dublin.

(4)  A copy of the poll results for the Annual General Meeting is also
available on the Hammerson plc website (www.hammerson.com
(http://www.hammerson.com/) ).

(5)  The full text of the resolutions is set out in the Notice of Meeting
which is also available at www.hammerson.com (http://www.hammerson.com/) ,
together with the amendment set out in note (1) above.

 

Investor Enquiries:

Josh Warren, Director of Strategy, Commercial Finance, and Investor Relations

Tel: +44 (0)20 7887 1053 Email: josh.warren@hammerson.com
(mailto:josh.warren@hammerson.com)

 

Media Enquiries:

Natalie Gunson, Group Communications Director, Hammerson

Tel: +44 (0)20 7887 4672    Email: natalie.gunson@hammerson.com

 

MHP for Hammerson:

Oliver Hughes

T: +44 7885 224532    Email: Hammerson@mhpgroup.com
(mailto:Hammerson@mhpgroup.com)

Ollie Hoare

T: +44 7817 458804    Email: Hammerson@mhpgroup.com
(mailto:Hammerson@mhpgroup.com)

 

This announcement has also been released on the SENS system of the
Johannesburg Stock Exchange and on Euronext Dublin.

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