Result of AGM
CLS Holdings plc announced that all resolutions presented at its Annual General Meeting on April 23, 2026, were passed by the requisite majority. Key resolutions included the adoption of the Annual Report & Accounts for the year ended December 31, 2025, with 99.97% of votes in favour, and the approval of a final dividend of 2.7 pence per ordinary share, also receiving 99.97% support. The re-election of directors and the appointment of BDO LLP as auditors were also approved by substantial majorities, though independent shareholder votes on the re-election of certain directors showed lower approval percentages, ranging from 63.20% to 69.21%.
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At the Annual General Meeting ("AGM") of the Company held at 10.00am today all resolutions as set out in the Notice of Meeting dated 23 March 2026, were passed on a poll by the requisite majority. Further details on these resolutions are provided below. These results will shortly be available on the Company's website (www.clsholdings.com):
| RESOLUTION | VOTES FOR* | % | VOTES AGAINST | % | VOTES TOTAL | % of TVR VOTED | VOTES WITHHELD** | |
|---|---|---|---|---|---|---|---|---|
| 1 | Receive and adopt the Annual Report & Accounts for the year ended 31 December 2025 | 322,697,477 | 99.97% | 88,935 | 0.03% | 322,786,412 | 81.08% | 10,140 |
| 2 | Approve the Directors' Annual Remuneration Report | 255,666,106 | 83.63% | 50,045,917 | 16.37% | 305,712,023 | 76.79% | 16,530,035 |
| 3 | Approve the Directors' Remuneration Policy | 267,482,487 | 87.33% | 38,793,203 | 12.67% | 306,275,690 | 76.93% | 16,520,862 |
| 4 | Approve a final dividend for the year ended 31 December 2025 of 2.7 pence per ordinary share | 296,653,698 | 99.97% | 75,835 | 0.03% | 296,729,533 | 74.53% | 26,067,019 |
| 5 | Re-elect Lennart Sten as a Director | 284,919,791 | 88.27% | 37,847,878 | 11.73% | 322,767,669 | 81.07% | 28,883 |
| 6 | Re-elect Anna Seeley as a Director | 264,220,574 | 90.09% | 29,079,138 | 9.91% | 293,299,712 | 73.67% | 29,496,840 |
| 7 | Re-elect Fredrik Widlund as a Director | 294,767,880 | 91.48% | 27,445,295 | 8.52% | 322,213,175 | 80.94% | 583,377 |
| 8 | Elect Harry Stokes as a Director | 306,299,313 | 99.93% | 202,194 | 0.07% | 306,501,507 | 76.99% | 16,295,045 |
| 9 | Re-elect Bill Holland as a Director | 278,855,643 | 90.98% | 27,645,864 | 9.02% | 306,501,507 | 76.99% | 16,295,045 |
| 10 | Re-elect Eva Lindqvist as a Director | 276,233,795 | 90.14% | 30,222,562 | 9.86% | 306,456,357 | 76.98% | 16,340,195 |
| 11 | Re-elect Johannes Conradi as a Director | 279,424,937 | 91.34% | 26,476,076 | 8.66% | 305,901,013 | 76.84% | 16,895,539 |
| 12 | Appoint BDO LLP as auditors | 306,365,594 | 99.95% | 147,807 | 0.05% | 306,513,401 | 76.99% | 16,283,151 |
| 13 | Authorise the directors to determine the auditors' remuneration | 306,434,613 | 99.97% | 84,029 | 0.03% | 306,518,642 | 76.99% | 16,277,910 |
| 14 | Authorise the directors to allot relevant securities | 285,303,127 | 88.39% | 37,480,314 | 11.61% | 322,783,441 | 81.08% | 13,111 |
| 15 | Authorise Scrip Dividend Scheme | 302,867,168 | 93.83% | 19,929,383 | 6.17% | 322,796,551 | 81.08% | 1 |
| 16 | Approve amendments to the Articles of Association | 304,854,643 | 99.95% | 160,716 | 0.05% | 305,015,359 | 76.62% | 17,781,193 |
| 17 | Authorise Enhanced Scrip Dividend Alternative | 303,366,717 | 93.98% | 19,429,834 | 6.02% | 322,796,551 | 81.08% | 1 |
| 18 | Authorise the directors to make non pre-emptive share allotments | 284,436,362 | 88.38% | 37,398,002 | 11.62% | 321,834,364 | 80.84% | 962,188 |
| 19 | Authorise the directors to make market purchases of shares | 302,456,482 | 93.70% | 20,339,132 | 6.30% | 322,795,614 | 81.08% | 938 |
| 20 | Authorise General Meetings to be called on not less than 14 clear days' notice | 322,527,925 | 99.92% | 248,228 | 0.08% | 322,776,153 | 81.08% | 20,399 |
| Votes of the Independent Shareholders (excluding the voting interest of companies owned and controlled by the investment vehicle for the Sten and Karin Mortstedt Family & Charity Trust as Controlling Shareholder holding 55.24% of the Issued Ordinary Share Capital) on the resolutions concerning the election of the independent non-executive directors. RESOLUTION | VOTES FOR* | % | VOTES AGAINST | % | VOTES TOTAL | % of Independent TVR VOTED | ||
| 5 | Re-elect Lennart Sten as a Director | 65,002,267 | 63.20% | 37,847,878 | 36.80% | 102,850,145 | 57.72% | |
| 9 | Re-elect Bill Holland as a Director | 58,938,119 | 68.07% | 27,645,864 | 31.93% | 86,583,983 | 48.59% | |
| 10 | Re-elect Eva Lindqvist as a Director | 56,316,271 | 65.08% | 30,222,562 | 34.92% | 86,538,833 | 48.56% | |
| 11 | Re-elect Johannes Conradi as a Director | 59,507,413 | 69.21% | 26,476,076 | 30.79% | 85,983,489 | 48.25% |
* Includes those votes giving the Chairman discretion.
** These votes are not counted towards the votes cast at the AGM.
A copy of the resolutions passed at the AGM will be submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
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