REG - Hammerson PLC - Result of AGM

HammersonAnnouncement

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RNS Number : 6078C  Hammerson PLC  30 April 2026

 

Hammerson plc (the 'Company' or 'Hammerson')

 

Results of the 2026 Annual General Meeting

 

30 April 2026

 

At the Annual General Meeting (the 'AGM') of the Company held at Marble Arch
House, 66 Seymour Street, London W1H 5BX on Thursday, 30 April 2026, 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
                                                                                    No. of Shares  % of Shares voted  No. of Shares  % of Shares  % of Issued Share Capital  No. of Shares

     Resolution                                                                                                                      voted
 1   To receive the Directors' Annual Report and Financial Statements for the year   466,894,871   99.99%              946           0.01%         466,895,817                221,360
     ended 31 December 2025
 2   To receive and approve the Directors' Remuneration Report for the year ended    445,975,864   95.48%              21,101,093    4.52%         467,076,957                40,220
     31 December 2025
 3   To approve the Directors' Remuneration Policy                                   439,442,796   94.08%              27,632,233    5.92%         467,075,029                42,148
 4   To approve proposed amendments to the rules of the Hammerson plc Restricted     460,616,553   98.62%              6,459,175     1.38%         467,075,728                41,449
     Share Scheme
 5   To declare a final dividend for the year ended 31 December 2025                 467,077,760   99.99%              210           0.01%         467,077,970                39,207
 6   To re-elect Habib Annous as a Director of the Company                           458,534,651   98.17%              8,543,199     1.83%         467,077,850                39,327
 7   To re-elect Mike Butterworth as a Director of the Company                       460,603,809   98.61%              6,474,048     1.39%         467,077,857                39,320
 8   To elect Michelle McGrath as a Director of the Company                          466,927,019   99.97%              150,837       0.03%         467,077,856                39,321
 9   To re-elect Adam Metz as a Director of the Company                              443,049,997   94.86%              24,027,859    5.14%         467,077,856                39,321
 10  To re-elect Robert Noel as a Director of the Company                            440,409,554   94.29%              26,668,302    5.71%         467,077,856                39,321
 11  To re-elect Himanshu Raja as a Director of the Company                          466,594,078   99.90%              483,778       0.10%         467,077,856                39,321
 12  To re-elect Carol Welch as a Director of the Company                            461,566,515   98.82%              5,511,342     1.18%         467,077,857                39,320
 13  To elect Rob Wilkinson as a Director of the Company                             467,027,626   99.99%              50,231        0.01%         467,077,857                39,320
 14  To re-appoint PricewaterhouseCoopers LLP as auditor                             467,075,962   99.99%              2,393         0.01%         467,078,355                38,822
 15  To authorise the Audit Committee to agree the auditor's remuneration            466,991,840   99.98%              85,779        0.02%         467,077,619                39,558
 16  To authorise the Directors to allot shares                                      359,558,721   77.16%              106,402,560   22.84%        465,961,281                1,155,896
 17  To disapply pre-emption rights*                                                 366,601,478   78.49%              100,459,925   21.51%        467,061,403                55,774
 18  To disapply pre-emption rights in addition to those conferred by resolution     366,601,746   78.49%              100,459,657   21.51%        467,061,403                55,774
     17*
 19  To authorise market purchases by the Company of its shares*                     462,770,245   99.10%              4,224,062     0.90%         466,994,307                122,870

 

 

Ordinary resolution 16 (allotment of shares) and special resolutions 17 and 18
(disapplication of pre-emption rights)

 

The Board notes that, although resolutions 16, 17 and 18 were passed with the
necessary majority, 22.84%, 21.51% and 21.51% of votes cast were against
resolutions 16, 17 and 18, respectively. These resolutions are considered
routine for listed companies in the UK and are within the Investment
Association's share capital management guidelines. Following shareholder
consultation, the level of authority sought (and approved by shareholders
today) is less than that typically sought by UK listed companies. The Board is
aware, however, that certain overseas institutional investors have a policy of
not supporting these authorities for the Directors to issue shares and
disapply pre-emption rights. The Board considers the flexibility afforded by
these authorities 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 Board confirms that it will consult and continue to engage with
relevant shareholders to understand the reasons behind those votes against. 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 2026 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 pm on Tuesday, 28
April 2026 (the time by which shareholders who wanted to attend, speak and
vote at the AGM were entered on the Register) was 532,054,593 ordinary shares,
with 132,163 shares held in treasury. The total number of voting rights in
Hammerson plc was therefore 531,922,430.

 

(2)  In accordance with UK Listing Rule 6.4.2, a copy 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
(https://www.fca.org.uk/markets/primary-markets/regulatory-disclosures/national-storage-mechanism)
.

 

(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
(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
(https://www.hammerson.com/investors/shareholder-centre/general-meetings) .

 

Richard Crowle

Deputy 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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