REG - Rathbones Group PLC - Result of AGM

RathbonesAnnouncement

Yesterday 18:15

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20260507:nRSG4994Da&default-theme=true

RNS Number : 4994D  Rathbones Group PLC  07 May 2026

RATHBONES GROUP PLC (the "Company")

LEI: 213800MBTHM6UE8ZQP29

 

RESULTS OF THE 2026 ANNUAL GENERAL MEETING

 

At the fifty-fifth Annual General Meeting('AGM') of the Company held on
Thursday 7 May 2026 at 9:00am at 30 Gresham Street, London, EC2V 7QN (and with
facilities to attend and participate electronically), all resolutions as set
out in the Notice of AGM dated 2 April 2026 ('Notice') were duly passed on a
poll by the requisite majority, save for Resolutions 15 and 16.

 

The full text of the resolutions can be found in the Notice, a copy of which
is on the Company's website
at www.rathbones.com/investor-relations/corporate-governance/general-meetings
(http://www.rathbones.com/investor-relations/corporate-governance/general-meetings)
. In accordance with UKLR 6.4.2R, a copy of the resolutions passed as special
business will be submitted to the Financial Conduct Authority via the National
Storage Mechanism and will be available
at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .

 

Resolutions 1 to 14 were proposed as ordinary resolutions and Resolutions 15
to 18 were proposed as special resolutions. The poll results showing the
number of votes received for and against each resolution are shown below.

 

     Resolution                                                                      For         % of Votes cast  Against     % of Votes cast  Votes cast  Votes cast as a % of the voting share capital  Withheld

                                                                                                                                                           (Note 2)                                       (Note 3)

                                                                                     (Note 1)
 1   To adopt the reports of the Directors and the auditors and the audited          80,170,444  99.99            5,202       0.01             80,175,646  87.82%                                         403,245
     financial statements for the year ended 31 December 2025
 2   To approve the Directors' remuneration report for the year ended 31 December    78,967,854  98.02            1,598,867   1.98             80,566,721  88.25%                                         12,170
     2025
 3   To declare a final dividend of 68p per share for the year ended 31 December     80,569,302  100.00           2,499       0.00             80,571,801  88.26%                                         8,769
     2025
 4   To re-elect Clive Bannister as a Director                                       74,893,350  92.96            5,670,259   7.04             80,563,609  88.25%                                         15,282
 5   To elect Jonathan Sorrell as a Director                                         80,143,957  99.47            424,752     0.53             80,568,709  88.25%                                         10,182
 6   To re-elect Iain Hooley as a Director                                           79,958,065  99.24            609,164     0.76             80,567,229  88.25%                                         11,662
 7   To re-elect Iain Cummings as a Director                                         79,708,542  98.94            853,087     1.06             80,561,629  88.25%                                         17,262
 8   To re-elect Terri Duhon as a Director                                           78,682,322  97.67            1,878,743   2.33             80,561,065  88.24%                                         17,826
 9   To re-elect Sarah Gentleman as a Director                                       78,165,869  97.03            2,395,196   2.97             80,561,065  88.24%                                         17,826
 10  To re-elect Dharmash Mistry as a Director                                       78,470,353  97.41            2,088,559   2.59             80,558,912  88.24%                                         19,979
 11  To re-elect Henrietta Baldock as a Director                                     79,177,489  98.28            1,383,576   1.72             80,561,065  88.24%                                         17,826
 12  To re-appoint Deloitte LLP as auditors of the company                           80,559,297  99.99            8,445       0.01             80,567,742  88.25%                                         11,149
 13  To authorise the Audit Committee of the Board of Directors to agree the         80,545,389  99.97            22,610      0.03             80,567,999  88.25%                                         10,892
     remuneration of the auditors
 14  To approve a general authority to allot ordinary shares                         51,097,325  63.42            29,471,327  36.58            80,568,652  88.25%                                         10,239
 15  To authorise the disapplication of pre-emption rights                           52,132,256  64.71            28,436,111  35.29            80,568,367  88.25%                                         10,483
 16  To further authorise the disapplication of pre-emption rights regarding shares  51,210,357  63.56            29,358,008  36.44            80,568,365  88.25%                                         10,526
     issued in connection with an acquisition or capital investment
 17  To authorise market purchases of ordinary shares                                80,543,557  99.99            10,529      0.01             80,554,086  88.24%                                         24,805
 18  To authorise the convening of a general meeting, other than an AGM, on not      79,178,517  98.27            1,390,962   1.73             80,569,479  88.25%                                         9,412
     less than 14 days' notice

Notes:

1.   Votes 'For' include those votes giving the Chairman of the AGM
discretion

2.   The voting share capital in issue as at 5 May 2026 was 91,292,579

3.   Votes 'Withheld' are not votes in law and have not been counted in the
calculation of the proportion of votes 'For' or 'Against' a resolution.

Resolution 15 (Disapplication of pre-emption rights) and Resolution 16
(Disapplication of pre-emption rights in connection with an acquisition or
capital investment) were proposed as special resolutions and required the
support of shareholders representing not less than 75% of the total voting
rights of eligible shareholders who voted to be passed. The Board is
disappointed that neither Resolution 15 nor Resolution 16 received sufficient
shareholder support to be passed. While the Board is pleased to have received
sufficient shareholder support for Resolution 14 (General authority to allot
ordinary shares), which was duly passed as an ordinary resolution, it notes
36.58%, a significant number of votes cast against that resolution.

The Board intends to engage with shareholders over the coming weeks to
understand fully the concerns in relation to these resolutions. In line with
the recommendations of Provision 4 of the Financial Reporting Council's UK
Corporate Governance Code, the Company will provide an update on its
engagement within six months of the date of the AGM.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  RAGAKOBKOBKDOPK



            Copyright 2019 Regulatory News Service, all rights reserved