REG - Smiths News PLC - Result of Annual General Meeting

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RNS Number : 9701Q  Smiths News PLC  29 January 2026

29 January 2026

 
SMITHS NEWS PLC
Result of 2026 Annual General Meeting

 

Smiths News plc announces that at its Annual General Meeting (AGM) held at
11.30am today all resolutions put to the meeting were duly passed by
shareholders by way of a poll.  The voting results are shown below.

 Resolution                                                                             For                        Against                   Withheld
         No. of votes                                                                   %            No. of votes  %           No. of votes
 1       To receive the Annual Report and Accounts for the 52-week period ended 30      130,473,391  99.99%        14,033      0.01%         286,901
         August 2025
 2       To approve the directors' remuneration report for the 52-week period ended 30  130,165,319  99.69%        407,410     0.31%         201,596
         August 2025
 3       To approve the directors' remuneration policy                                  122,843,750  94.02%        7,819,154   5.98%         111,421
 4       To approve the rules of the Smiths News Long Term Incentive Plan (the "LTIP")  130,287,690  99.74%        337,453     0.26%         149,182
 5       To approve that the Smiths News Sharesave Scheme                               130,546,677  99.89%        144,795     0.11%         82,853
 6       To declare a final dividend                                                    130,746,419  99.99%        10,109      0.01%         17,797
 7       To declare a special dividend                                                  130,740,254  99.99%        11,042      0.01%         23,029
 8       To re-elect David Blackwood                                                    128,685,396  98.45%        2,032,262   1.55%         56,667
 9       To re-elect Jonathan Bunting                                                   130,427,480  99.78%        286,300     0.22%         60,545
 10      To re-elect Michael Holt                                                       128,845,292  98.57%        1,868,469   1.43%         60,564
 11      To re-elect Mark Whiteling                                                     98,248,545   75.16%        32,465,216  24.84%        60,564
 12      To re-elect Deborah Rabey                                                      128,987,927  98.67%        1,741,356   1.33%         45,042
 13      To elect Manju Malhotra                                                        128,921,418  98.65%        1,769,965   1.35%         82,942
 14      To re-appoint the auditor                                                      130,572,343  99.95%        61,082      0.05%         140,900
 15      To authorise the Audit Committee to determine the auditor's remuneration       130,685,880  99.97%        32,932      0.03%         55,513
 16      Authority to make political donations                                          108,486,620  98.48%        1,669,775   1.52%         20,617,930
 17      Authority to allot shares                                                      121,335,267  92.84%        9,355,684   7.16%         83,374
 18      Authority to partially disapply pre-emption rights*                            129,749,500  99.44%        733,652     0.56%         291,173
 19      Authority to make market purchases of ordinary shares*                         130,286,617  99.89%        144,993     0.11%         342,715
 20      Authority to call general meetings (other than the AGM) on 14 clear days'      109,862,643  84.03%        20,875,006  15.97%        36,676
         notice*

* Special resolution requiring 75% majority of those votes cast at the
meeting.

 
Resolution 11 - Re-Appointment of Mark Whiteling

Where 20% or more of votes have been cast against any shareholder resolution,
the Company is required by provision 4 of the UK Corporate Governance Code to
explain what action it will take to consult shareholders to understand the
reasons behind the result.

Accordingly, whilst resolution 11 has passed with the requisite majority, the Board has had an opportunity to engage with one of the Company's largest shareholders who voted against the resolution and understands that their vote had in fact resulted from an administrative oversight between their custodian and the legal nominee holder of the shares in question.  They also confirmed that they were in fact supportive of resolution 11 but it has not proven possible to change their vote in time once the oversight had been identified. As a result, the Board is satisfied that if their shares had been cast in favour of Mark Whiteling's reappointment at resolution 11 then the resolution would have been overwhelmingly passed in a manner consistent with the election/re-elections of the other directors.
 
Notes:

1.    Percentages are rounded to two decimal places.

2.    Where shareholders appointed the Chairman as their proxy with
discretion as to voting, their votes were cast in favour of the resolutions
and have been included in the "For" total.

3.    A "vote withheld" is not a vote in law and is not counted in the
calculation of the percentages of the votes cast for and against a resolution.

4.    The number of votes validly cast were in respect of 130,756,528
shares, representing 52.80% of the 247,659,200 issued share capital of the
Company, being the total number of shares in issue at 6.30pm on 27 January
2026.

5.    The full text of all of the resolutions is set out in the Notice of
AGM dated 3 December 2025 which is available on the Company's website.
Resolutions 18, 19 and 20 were special resolutions, requiring 75% majority of
those votes cast at the meeting.

6.    In accordance with UKLR:6.4.2 a copy of the special business passed
at the AGM, being resolutions 17, 18, 19 and 20, has been submitted to the
National Storage Mechanism at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism)

7.    The results of the AGM voting will also be made available on the
Company's website at https://www.smithsnews.co.uk/investor-zone
(https://www.smithsnews.co.uk/investor-zone)

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