FOR IMMEDIATE RELEASE
Hammerson plc (the Company)
Results of the 2021 Annual General Meeting
4 May 2021
Further to the announcement entitled 'Annual Report, Notice of AGM & Scrip Circular' on Monday, 29 March 2021, the Company announces that at the Annual General Meeting (AGM) of Hammerson plc (the Company) held at Kings Place, 90 York Way, London N1 9GE on Tuesday, 4 May 2021, all the resolutions were voted upon by poll and were passed by Shareholders. The results of the poll for each resolution are as follows:
|
Votes For |
Votes Against |
Votes Cast |
**Votes Withheld |
|||
|
Resolution |
No. of Shares |
% of Shares voted |
No. of Shares |
% of Shares voted |
% of Issued Share Capital |
No. of Shares |
1 |
To receive the Directors' Annual Report and Financial Statements for the year ended 31 December 2020 |
3,058,664,193 |
99.97 |
804,643 |
0.03 |
75.41% |
5,309,427 |
2 |
To receive and approve the Directors' Remuneration Report for the year ended 31 December 2020 |
2,921,519,395 |
95.50 |
137,742,653 |
4.50 |
75.40% |
5,516,215 |
3 |
To declare a final dividend for the year ended 31 December 2020 |
3,062,034,573 |
100.00 |
16,751 |
0.00 |
75.47% |
2,726,939 |
4 |
To grant the Board authority to offer the enhanced scrip dividend alternative* |
3,041,183,669 |
99.32 |
20,851,537 |
0.68 |
75.47% |
2,743,057 |
5 |
To elect Mike Butterworth as a Director of the Company |
3,041,127,134 |
99.39 |
18,565,755 |
0.61 |
75.41% |
5,085,374 |
6 |
To elect Desmond de Beer as a Director of the Company |
2,703,983,954 |
88.57 |
349,060,477 |
11.43 |
75.25% |
11,733,832 |
7 |
To elect Rita-Rose Gagné as a Director of the Company |
3,059,435,052 |
99.99 |
409,530 |
0.01 |
75.42% |
4,933,681 |
8 |
To elect Robert Noel as a Director of the Company |
3,059,335,038 |
99.98 |
505,250 |
0.02 |
75.42% |
4,937,975 |
9 |
To re-elect James Lenton as a Director |
WITHDRAWN |
|||||
11 |
To re-elect Méka Brunel as a Director |
3,055,816,684 |
99.87 |
4,024,008 |
0.13 |
75.42% |
4,937,571 |
12 |
To re-elect Gwyn Burr as a Director |
3,014,920,272 |
99.29 |
21,468,488 |
0.71 |
74.84% |
28,389,503 |
13 |
To re-elect Andrew Formica as a Director |
3,055,816,727 |
99.87 |
4,024,008 |
0.13 |
75.42% |
4,937,528 |
14 |
To re-elect Adam Metz as a Director |
3,055,816,589 |
99.87 |
4,024,103 |
0.13 |
75.42% |
4,937,571 |
15 |
To re-elect Carol Welch as a Director |
3,055,816,822 |
99.87 |
4,025,823 |
0.13 |
75.42% |
4,935,618 |
16 |
To re-appoint PricewaterhouseCoopers LLP as auditor |
3,058,991,002 |
99.91 |
2,603,416 |
0.09 |
75.46% |
3,183,845 |
17 |
To authorise the Audit Committee to agree the auditor's remuneration |
3,051,742,499 |
99.68 |
9,865,988 |
0.32 |
75.46% |
3,169,776 |
18 |
To authorise the Directors to allot shares |
2,938,964,819 |
96.14 |
117,964,957 |
3.86 |
75.34% |
7,848,487 |
19 |
To disapply pre-emption rights* |
2,967,947,334 |
97.06 |
89,784,545 |
2.94 |
75.36% |
7,046,384 |
20 |
To disapply pre-emption rights in addition to those conferred by resolution 19* |
2,945,477,450 |
96.33 |
112,254,429 |
3.67 |
75.36% |
7,046,384 |
21 |
To authorise market purchases by the Company of its shares* |
3,023,956,532 |
99.31 |
21,070,931 |
0.69 |
75.05% |
19,750,800 |
22 |
To authorise Directors to offer a scrip dividend alternative scheme for any dividend declared over a three year period ending on the beginning of the third Annual General Meeting of the Company following the date of this Meeting |
3,041,096,229 |
99.32 |
20,914,891 |
0.68 |
75.47% |
2,767,146 |
23 |
To receive and adopt new articles of association* |
3,060,268,879 |
99.94 |
1,738,340 |
0.06 |
75.47% |
2,771,044 |
* 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.
Resolutions 3 and 4 passed at the AGM enable the Directors to proceed with the proposed Final 2020 Dividend and Enhanced Scrip Dividend Alternative, as set out in the circular published on 29 March 2021. Cash payments in respect of the Final 2020 Dividend and the date of issue, admission and first day of dealings in new shares allotted pursuant to the Enhanced Scrip Dividend Alternative on the London Stock Exchange, Euronext Dublin and Johannesburg Stock Exchange is expected to be Thursday, 13 May 2021.
The Board retains the discretion to withdraw or modify the terms of the Enhanced Scrip Dividend Alternative, because there are certain situations in which the Board may decide that it is no longer appropriate to offer the Enhanced Scrip Dividend Alternative, or it may not be permissible for the Company to do so. In such circumstances, the Final 2020 Dividend would be paid to all shareholders in cash.
The Resolution to re-elect James Lenton as a Director of the Company was withdrawn following his resignation from the Company with effect from 26 April 2021, as announced on 20 April 2021. Himanshu Raja took over from James as Chief Financial Officer with effect from 26 April 2021 and will stand for formal election by shareholders at the Company's next AGM. Pierre Bouchut did not stand for re-election at the AGM and has now formally stood down as a Director of the Company, as announced on 12 March 2021. Mike Butterworth has now succeeded Pierre as Chair of the Audit Committee with immediate effect. Habib Annous will join the Board with effect from 5 May 2021, as announced on 12 March 2021. Habib will become a member of the Audit, Nomination and Remuneration Committees and will stand for formal election by shareholders at the Company's next AGM. Gwyn Burr will stand down as a member of the Audit Committee with effect from 5 May 2021, as disclosed in the Nomination Committee's report in the 2020 Annual Report.
The issued share capital of the Company as at 6.30 p.m. on Thursday, 29 April 2021 (the time by which shareholders who wanted to attend, speak and vote at the AGM were entered on the Register) was 4,057,298,174 ordinary shares.
Copies 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://data.fca.org.uk/#/nsm/nationalstoragemechanism. The documents have also been submitted to Euronext Dublin.
A copy of the poll results for the Annual General Meeting is also available on the Hammerson plc website (www.hammerson.com).
The full text of the resolutions is set out in the Notice of Meeting which is also available at www.hammerson.com.
Alice Darwall
General Counsel and Company Secretary
+44 (0) 20 7887 1000
This announcement has also been released on the SENS system of the Johannesburg Stock Exchange and on Euronext Dublin.