Result of AGM
Conduit Holdings Limited announced the results of its 2026 Annual General Meeting, where all 18 resolutions were duly passed by the required majority, with resolutions 1 to 15 passed as ordinary resolutions and resolutions 16, 17, and 18 as special resolutions. The total voting rights on May 13, 2026, were 156,421,513. Key resolutions included the approval of the audited financial statements for the period ending December 31, 2025, the annual remuneration report, the election and re-election of directors, the re-appointment of auditors, and the authorization for directors to determine auditor remuneration, allot shares, and purchase the company's own shares. Notably, resolutions concerning the disapplication of pre-emption rights for a follow-on offer and for acquisitions or capital investments passed with significant support, receiving over 97.56% and 96.32% of votes cast respectively.
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Conduit Holdings, the ultimate parent company of Conduit Re, a Bermuda-based multi-line reinsurance business, announces the result of voting on the resolutions at its 2026 Annual General Meeting ("AGM") held on Wednesday 13 May 2026. The meeting considered the 18 resolutions as set out in the AGM Notice dated 8 April 2026.
Each of the resolutions was duly passed by the required majority. Resolutions 1 to 15 were passed as ordinary resolutions. Resolutions 16, 17 and 18 were passed as special resolutions. The total number of votes received for each resolution is set out below.
A copy of the special resolutions passed will be submitted to the National Storage Mechanism and available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
The total voting rights in Conduit Holdings on 13 May 2026 was 156,421,513.
2026 AGM RESULTS:
| Description | Votes For | % Votes Cast For | Votes Against | % Votes Cast Against | Votes Withheld | Total Votes Cast (excl. Votes Withheld) |
|---|---|---|---|---|---|---|
| 1. To receive the Company's audited consolidated financial statements for the financial period ended 31 December 2025 and the reports of the Directors and the Auditors thereon (the "Annual Report and Accounts"). | 92,596,385 | 99.99 | 5,456 | 0.01 | 296,675 | 92,601,841 |
| 2. To approve the annual report on remuneration as set out in the Annual Report and Accounts for the year ended 31 December 2025. | 92,525,868 | 99.60 | 369,704 | 0.40 | 2,944 | 92,895,572 |
| 3.To elect Nicholas Shott as a Director of the Company. | 92,830,586 | 99.93 | 64,989 | 0.07 | 2,941 | 92,895,575 |
| 4.To re-elect Neil Eckert as a Director of the Company. | 92,892,255 | 100.00 | 3,320 | 0.00 | 2,941 | 92,895,575 |
| 5. To re-elect Elaine Whelan as a Director of the Company. | 92,888,252 | 99.99 | 7,323 | 0.01 | 2,941 | 92,895,575 |
| 6. To re-elect Michelle Seymour Smith as a Director of the Company. | 92,812,007 | 99.91 | 83,568 | 0.09 | 2,941 | 92,895,575 |
| 7. To re-elect Malcolm Furbert as a Director of the Company. | 92,814,493 | 99.91 | 81,082 | 0.09 | 2,941 | 92,895,575 |
| 8. To re-elect Ken Randall as a Director of the Company. | 90,805,573 | 97.76 | 2,081,079 | 2.24 | 11,864 | 92,886,652 |
| 9. To re-elect Rebecca Shelley as a Director of the Company. | 88,762,286 | 95.56 | 4,124,366 | 4.44 | 11,864 | 92,886,652 |
| 10. To elect Richard Lightowler as a Director of the Company. | 92,892,722 | 100.00 | 2,853 | 0.00 | 2,941 | 92,895,575 |
| 11. To elect Peter Mullen as a Director of the Company. | 92,894,732 | 100.00 | 843 | 0.00 | 2,941 | 92,895,575 |
| 12. To elect Penny Shaw as a Director of the Company. | 92,890,242 | 99.99 | 5,333 | 0.01 | 2,941 | 92,895,575 |
| 13. To re-appoint KPMG Audit Limited as auditors of the Company to hold office until the conclusion of the next general meeting of the Company at which accounts are laid. | 92,894,736 | 100.00 | 825 | 0.00 | 2,955 | 92,895,561 |
| 14. To authorise the Directors to determine the remuneration of the auditors. | 92,894,715 | 100.00 | 845 | 0.00 | 2,956 | 92,895,560 |
| 15. Directors' Authority to Allot Shares, as detailed in the Notice of Meeting. | 92,088,207 | 99.13 | 807,861 | 0.87 | 2,448 | 92,896,068 |
| SPECIAL RESOLUTIONS | ||||||
| 16. Disapplication of Pre-emption Rights - 10% for the purpose of making a follow-on offer detailed in the Notice of Meeting. | 90,616,947 | 97.56 | 2,270,606 | 2.44 | 10,963 | 92,887,553 |
| 17. Disapplication of Pre-emption Rights - 10% for acquisition or a specified capital investment as detailed in the Notice of Meeting. | 89,469,924 | 96.32 | 3,417,608 | 3.68 | 10,984 | 92,887,532 |
| 18. To authorise the purchase of its own Common Shares as detailed in the Notice of Meeting. | 92,763,568 | 100.00 | 3 | 0.00 | 134,945 | 92,763,571 |
This announcement contains information, which may be of a price sensitive nature, that Conduit is making public in a manner consistent with the Market Abuse Regulation (EU) No. 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended, and other regulatory obligations. The information was submitted for publication, through the agency of the contact persons set out above, at 7:00 am UK time on 14 May 2026.
LinkedIn: https://www.linkedin.com/company/conduit-re
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