REG - Social Housing Reit - Result of AGM and Directorate Changes

Social Housing REITAnnouncement

18/05/2026 18:00

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RNS Number : 7978E  Social Housing Reit PLC  18 May 2026

18 May 2026

SOCIAL HOUSING REIT PLC

(the "Company" or, together with its subsidiaries, the "Group")

 

RESULT OF ANNUAL GENERAL MEETING

AND DIRECTORATE CHANGES

 

The Board of Social Housing REIT plc is pleased to announce that, at the
Company's Annual General Meeting held today, all resolutions were voted on by
way of a poll and were passed by shareholders.

 

Resolutions 1,2 and 4 to 11 were proposed as ordinary resolutions and
resolutions 12 to 15 were proposed as special resolutions. The results of the
poll are set out below.

 

 Resolution                                                                              Votes For    %         Votes Against  %         Total votes validly cast  Total votes cast as % of issued share capital*  Votes Withheld**
 1       To receive the Annual Report and Accounts of the Company for the year ended 31  179,308,687  99.99%    12,962         0.01%     179,321,649               45.57%                                          945,368
         December 2025
 2       To approve the Directors' Remuneration Report                                   179,853,346  99.83%    307,457        0.17%     180,160,803               45.79%                                          106,214
 3       To re-elect Tracey Fletcher-Ray as a Director of the Company

                                                                                         Resolution withdrawn and further details are below
 4       To re-elect Cecily Davis as a Director of the Company                           112,312,103  62.62%    67,029,095     37.38%    179,341,198               45.58%                                          925,819
 5       To re-elect Bryan Sherriff as a Director of the Company                         179,733,177  99.74%    463,081        0.26%     180,196,258               45.80%                                          70,759
 6       To elect Jos Short as a Director of the Company                                 179,898,684  99.85%    263,606        0.15%     180,162,290               45.79%                                          104,727
 7       To elect Fionnuala Hogan as a Director of the Company                           179,720,053  99.75%    453,574        0.25%     180,173,627               45.79%                                          93,390
 8       To re-appoint BDO LLP as Auditors of the Company                                179,938,955  99.87%    234,047        0.13%     180,173,002               45.79%                                          94,015
 9       To authorise the Audit Committee to determine the Auditors' remuneration        180,047,588  99.92%    147,575        0.08%     180,195,163               45.80%                                          71,854
 10      To authorise the Directors to allot shares                                      178,228,766  98.89%    1,992,002      1.11%     180,220,768               45.80%                                          46,249
 11      To authorise the Directors to declare and pay all dividends of the Company as   180,202,554  99.99%    24,223         0.01%     180,226,777               45.80%                                          40,240
         interim dividends
 12      To dis-apply statutory pre-emption rights up to 5%                              178,842,541  99.24%    1,373,811      0.76%     180,216,352               45.80%                                          50,665
 13      To dis-apply pre-emption rights up to a further 5% in connection with an        179,600,166  99.66%    616,186        0.34%     180,216,352               45.80%                                          50,665
         acquisition or specified capital investment
 14      To authorise the Company to purchase its own shares                             177,941,038  98.79%    2,184,978      1.21%     180,126,016               45.78%                                          141,001
 15      To authorise the calling of general meetings, other than an annual general      176,061,761  97.70%    4,148,007      2.30%     180,209,768               45.80%                                          57,249
         meeting, on not less than 14 clear days' notice

 

 

*Excluding treasury shares.

**A vote withheld is not a vote in law and is not counted in the calculation
of the votes for or against a resolution.

 

The Board would like to thank shareholders for their engagement and support
ahead of the AGM and throughout the year. Whilst all resolutions were passed
with a requisite majority, the Board acknowledges that resolution 4 received
more than 20 per cent of shareholder votes that did not support it.

 

The Board takes the views of shareholders seriously and, in accordance with
Provision 5.2.4 of the AIC Code of Corporate Governance (the "AIC Code"), will
continue to consult and engage with shareholders in relation to resolution 4
in order to fully understand and discuss their concerns. In accordance with
the AIC Code, an update will be provided by 18 November 2026 with a final
summary included in the Company's Annual Report & Accounts for the year
ended 31 December 2026.

 

Every shareholder has one vote for every Ordinary Share held. As at 18 May
2026, the issued share capital of the Company consisted of 393,916,490
Ordinary Shares. The Company holds 450,000 Ordinary Shares in treasury, which
do not carry voting rights. Therefore, the total number of voting rights in
the Company is 393,466,490 Ordinary Shares.

 

The full text of all the resolutions can be found in the Notice of Annual
General Meeting dated 16 April 2026, a copy of which is available on the
Company's website at https://socialhousingreit.com
(https://socialhousingreit.com/wp-content/uploads/2026/05/SOHO-Notice-of-Meeting-2026-CLEAN-FINAL.pdf?_gl=1*s9t4kl*_up*MQ..*_ga*Nzg2MjkwMjI0LjE3Nzg2NjczMTg.*_ga_15ER8MM2V2*czE3Nzg2NjczMTckbzEkZzAkdDE3Nzg2NjczMTckajYwJGwwJGgw)
.

In accordance with UK Listing Rule 6.4.2 copies of all the resolutions passed,
other than ordinary business, will be submitted to the National Storage
Mechanism and will shortly be available for inspection at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .

Directorate Changes

In order to focus on other business and personal commitments, Tracey
Fletcher-Ray tendered her resignation as Independent Non-Executive Director of
the Company, with effect from Friday 15 May 2026. Fionnuala Hogan will be
replacing Tracey as Senior Independent Director and Jos Short will succeed
Tracey as chair of the Management Engagement Committee. The Board would like
to thank Tracey for her valuable contribution to the Company and wishes her
well for the future.

As previously announced, following the conclusion of the AGM held today, Chris
Phillips and Peter Coward stepped down as Non-Executive Directors of the
Company. Jos Short succeeded Chris Phillips as Chair of the Board and
Fionnuala Hogan succeeded Peter Coward as Chair of the Audit Committee.

 

 

FOR FURTHER INFORMATION ON THE COMPANY, PLEASE CONTACT:

 Social Housing REIT plc                      Via Lauder Teacher Associates
 Jos Short

 Atrato Partners Limited                      ir@atratopartners.com
 Adrian D'Enrico
 Michael Carey
 Eddie Gilbourne

 Deutsche Numis                               Tel: +44 (0) 207 545 8000

 (Corporate Broker & Financial Adviser)
 Hugh Jonathan

 Amit Wangoo

 Lauder Teacher (Financial PR Adviser)        sohoreit@lauderteacher.com
 Colm Lauder                                  Tel: +44 (0) 7787 444 960

 Andrew Teacher

 Shirin Iqbal

 

 

The Company's LEI is 213800BERVBS2HFTBC58.

 

Further information on the Company can be found on its website at
www.socialhousingreit.com (http://www.socialhousingreit.com) .

 

NOTES:

 

The Company primarily invests in social housing assets in the UK, with a
particular focus on specialised supported housing (SSH). SSH is accommodation
for vulnerable adults requiring support to live independently, including those
with learning difficulties, mental health problems and physical disabilities.
These properties are specially designed or adapted to meet residents' needs
and are managed by Approved Providers who are predominantly regulated by the
Regulator of Social Housing. Approved Providers consist of Housing
Associations and Local Authorities, or other regulated organisations in
receipt of direct payment from local government.

 

These operational residential properties deliver sustainable, long-term,
growing income for shareholders, improved outcomes for residents and savings
to the taxpayer.

 

The Company is listed on the Closed-ended investment funds category of the
FCA's Official List and its Ordinary Shares are traded on the LSE's Main
Market.

 

Atrato Partners Limited is the Company's Investment Manager.

 

 

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