REG - Shawbrook Group PLC - Result of AGM

ShawbrookAnnouncement

21/05/2026 16:15

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RNS Number : 3395F  Shawbrook Group PLC  21 May 2026

 

 Shawbrook Group plc - Result of Annual General Meeting 21 May 2026
 Following the Annual General Meeting of Shawbrook Group plc (the "Company")
 held today at Floor 10, 40 Leadenhall Street, London EC3A 2BJ, the Company
 announces the results of the poll vote for each resolution as follows.

 All 20 resolutions were duly passed by the requisite majority. Resolutions 18,
 19 and 20 were passed as special resolutions.

 As at 19 May 2026 (being the latest date by which shareholders who wanted to
 vote at the Annual General Meeting must have been entered on the Company's
 Register of Members) the total number of voting rights in the Company was
 519,687,271.

 Poll Results
 Res.  Resolution                                                                    Votes For    %       Votes Against  %      Votes Withheld  % ISC voted
 1  To receive the Company's Annual Report & Accounts for the year ended 31       471,039,844  99.66%  1,607,581      0.34%  298,942         90.95%
    December 2025
 2  To approve the Directors' Remuneration Report for the year ended 31 December  452,228,782  95.78%  19,904,748     4.22%  812,837         90.85%
    2025 (advisory)
 3  To approve the Directors' Remuneration Policy                                 471,141,991  99.62%  1,793,622      0.38%  10,754          91.00%
 4  To re-appoint John Callender as a Director                                    469,479,908  99.27%  3,457,524      0.73%  8,935           91.00%
 5  To re-appoint Marcelino Castrillo as a Director                               472,722,719  99.97%  153,231        0.03%  70,417          90.99%
 6  To re-appoint Janet Connor as a Director                                      472,871,201  99.99%  66,043         0.01%  9,123           91.00%
 7  To re-appoint Andrew Didham as a Director                                     471,207,142  99.63%  1,730,603      0.37%  8,622           91.00%
 8  To re-appoint Cédric Dubourdieu as a Director                                 470,947,733  99.58%  1,990,567      0.42%  8,067           91.00%
 9  To re-appoint Lindsey McMurray as a Director                                  451,601,147  95.55%  21,025,390     4.45%  319,830         90.94%
 10    To re-appoint Dylan Minto as a Director                                       472,745,204  99.96%  193,597        0.04%  7,566           91.00%
 11    To re-appoint Lan Tu as a Director                                            469,624,450  99.30%  3,313,537      0.70%  8,380           91.00%
 12    To re-appoint Michele Turmore as a Director                                   468,026,574  98.96%  4,911,413      1.04%  8,380           91.00%
 13    To re-appoint Derek Weir as a Director                                        469,627,166  99.30%  3,311,250      0.70%  7,951           91.00%
 14    To re-appoint KPMG LLP as Auditors                                            470,437,696  99.47%  2,500,633      0.53%  8,038           91.00%
 15    To authorise the Audit Committee to fix the remuneration of the Auditors      472,753,237  99.96%  187,289        0.04%  5,841           91.00%
 16    To authorise UK political donations and expenditure up to an aggregate of     472,722,603  99.95%  218,595        0.05%  5,169           91.00%
    £50,000
 17    To authorise the Directors to allot shares                                    472,025,296  99.81%  916,471        0.19%  4,600           91.01%
 18    To disapply pre-emption rights (general)                                      469,276,612  99.20%  3,797,471      0.80%  6,330           91.03%
 19    To disapply pre-emption rights in connection with acquisitions or specified   467,701,006  98.86%  5,373,855      1.14%  5,552           91.03%
    capital investments
 20    To authorise the Company to call general meetings on not less than 14 clear   470,828,160  99.55%  2,112,501      0.45%  5,706           91.00%
    days' notice

 Resolutions 18, 19 and 20 were passed as special resolutions requiring a
 majority of not less than 75% of votes cast. All other resolutions were
 proposed as ordinary resolutions.

 A vote Withheld is not a vote in law and is not counted in the calculation of
 the proportion of votes "For" and "Against" a resolution.

 Resolution 2 (Remuneration Report) is an advisory vote only.

 Percentages are calculated as a proportion of total votes cast excluding
 withheld votes and are rounded to two decimal places.

 The votes "For" include those giving the Chair of the AGM discretion.

 Independent Shareholder Vote - Independent Director Elections (Resolutions 4,
 6, 7 and 11-13)

 Resolutions 4, 6, 7 and 11 to 13 related to the election and re-election of
 Independent Non-Executive Directors. Under the UK Listing Rules (LR 6.4.6R),
 because PSC Marlin Holdco Limited and Marlinbass Limited each control more
 than 30 per cent. of the voting rights of the Company, the re-election of an
 Independent Director must be approved by a majority of both: (i) the
 shareholders of the Company; and (ii) the independent shareholders of the
 Company (that is, the shareholders of the Company entitled to vote on the
 election of Independent Directors who are not PSC Marlin Holdco Limited or
 Marlinbass Limited).

 The votes cast by all shareholders on each of these resolutions are set out in
 the main table above. The Company has separately counted the number of votes
 cast by independent shareholders in favour of each of these resolutions. The
 results of the independent shareholder count are set out below.

 Res.  Resolution                                   Votes For   %       Votes Against  %      Votes Withheld
 4  To re-appoint John Callender as a Director   79,136,242  95.81%  3,457,524      4.19%  8,935
 6  To re-appoint Janet Connor as a Director     82,527,535  99.92%  66,043         0.08%  9,123
 7  To re-appoint Andrew Didham as a Director    80,863,476  97.90%  1,730,603      2.10%  8,622
 11    To re-appoint Lan Tu as a Director           79,280,784  95.99%  3,313,537      4.01%  8,380
 12    To re-appoint Michele Turmore as a Director  77,682,908  94.05%  4,911,413      5.95%  8,380
 13    To re-appoint Derek Weir as a Director       79,283,500  95.99%  3,311,250      4.01%  7,951

 Each of Resolutions 4, 6, 7 and 11 to 13 was approved by a majority of all
 votes cast and a majority of independent shareholder votes cast.

 In accordance with UK Listing Rule 6.4.13R, copies of the resolutions that do
 not constitute ordinary business at an annual general meeting are available
 for inspection at the National Storage Mechanism at
 https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

 A full text of the resolutions can be found in the Notice of Meeting which is
 available on the Company's website at www.investors.shawbrook.co.uk.

 For Shareholder enquiries, please contact:
 Andy Nicholson
 Group Company Secretary
 CompanySecretary (mailto:CompanySecretary@shawbrook.co.uk) @shawbrook.co.uk
 (mailto:CompanySecretary@shawbrook.co.uk)

 For further information, please contact:
 Zander Swinburne
 Teneo
 shawbrook@teneo.com (mailto:shawbrook@teneo.com)

 About Shawbrook
 Shawbrook is a UK bank providing specialist lending and savings products to
 consumers, SMEs and professional real estate investors. Our business model
 combines specialist lending expertise with a scalable, technology-enabled
 platform and disciplined credit underwriting. Shawbrook serves approximately
 600,000 customers through its portfolio of brands. Shawbrook Group plc is
 listed on the London Stock Exchange and is a constituent of the FTSE 250
 Index.

Resolutions 18, 19 and 20 were passed as special resolutions requiring a
majority of not less than 75% of votes cast. All other resolutions were
proposed as ordinary resolutions.

 

A vote Withheld is not a vote in law and is not counted in the calculation of
the proportion of votes "For" and "Against" a resolution.

 

Resolution 2 (Remuneration Report) is an advisory vote only.

 

Percentages are calculated as a proportion of total votes cast excluding
withheld votes and are rounded to two decimal places.

 

The votes "For" include those giving the Chair of the AGM discretion.

 

Independent Shareholder Vote - Independent Director Elections (Resolutions 4,
6, 7 and 11-13)

Resolutions 4, 6, 7 and 11 to 13 related to the election and re-election of
Independent Non-Executive Directors. Under the UK Listing Rules (LR 6.4.6R),
because PSC Marlin Holdco Limited and Marlinbass Limited each control more
than 30 per cent. of the voting rights of the Company, the re-election of an
Independent Director must be approved by a majority of both: (i) the
shareholders of the Company; and (ii) the independent shareholders of the
Company (that is, the shareholders of the Company entitled to vote on the
election of Independent Directors who are not PSC Marlin Holdco Limited or
Marlinbass Limited).

 

The votes cast by all shareholders on each of these resolutions are set out in
the main table above. The Company has separately counted the number of votes
cast by independent shareholders in favour of each of these resolutions. The
results of the independent shareholder count are set out below.

 

 Res.  Resolution                                   Votes For   %       Votes Against  %      Votes Withheld
 4     To re-appoint John Callender as a Director   79,136,242  95.81%  3,457,524      4.19%  8,935
 6     To re-appoint Janet Connor as a Director     82,527,535  99.92%  66,043         0.08%  9,123
 7     To re-appoint Andrew Didham as a Director    80,863,476  97.90%  1,730,603      2.10%  8,622
 11    To re-appoint Lan Tu as a Director           79,280,784  95.99%  3,313,537      4.01%  8,380
 12    To re-appoint Michele Turmore as a Director  77,682,908  94.05%  4,911,413      5.95%  8,380
 13    To re-appoint Derek Weir as a Director       79,283,500  95.99%  3,311,250      4.01%  7,951

 

 

Each of Resolutions 4, 6, 7 and 11 to 13 was approved by a majority of all
votes cast and a majority of independent shareholder votes cast.

 

In accordance with UK Listing Rule 6.4.13R, copies of the resolutions that do
not constitute ordinary business at an annual general meeting are available
for inspection at the National Storage Mechanism at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

 

A full text of the resolutions can be found in the Notice of Meeting which is
available on the Company's website at www.investors.shawbrook.co.uk.

 

For Shareholder enquiries, please contact:

Andy Nicholson

Group Company Secretary

CompanySecretary (mailto:CompanySecretary@shawbrook.co.uk) @shawbrook.co.uk
(mailto:CompanySecretary@shawbrook.co.uk)

For further information, please contact:

Zander Swinburne

Teneo

shawbrook@teneo.com (mailto:shawbrook@teneo.com)

 

About Shawbrook

Shawbrook is a UK bank providing specialist lending and savings products to
consumers, SMEs and professional real estate investors. Our business model
combines specialist lending expertise with a scalable, technology-enabled
platform and disciplined credit underwriting. Shawbrook serves approximately
600,000 customers through its portfolio of brands. Shawbrook Group plc is
listed on the London Stock Exchange and is a constituent of the FTSE 250
Index.

 

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