Annual General Meeting 2026 Results
Forterra plc announced that all resolutions were passed at its Annual General Meeting, with the total number of ordinary shares in issue being 210,079,894. While most resolutions received overwhelming support, Resolution 13, concerning the Directors' Remuneration Policy, passed with 61.44% of votes in favour, falling below the UK Corporate Governance Code's 80% benchmark. The company will engage with major shareholders to understand the reasons for this lower level of support and will provide an update within six months. The final dividend of 4.3 pence per ordinary share for the year ended 31 December 2025 was approved.
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The Annual General Meeting of Forterra plc (the "Company") was held at 30 Crown Place, Earl Street, London, EC2A 4ES on Tuesday 19th May 2026 at 12:00pm.
All of the resolutions were voted upon by poll and were passed by shareholders. The total number of ordinary shares in issue was 210,079,894 shares.
The full text of each resolution is contained in the notice of Annual General Meeting, which is available on the Company's website www.forterraplc.co.uk (with each resolution number below corresponding to the resolution number in the notice).
The total number of votes for and against each of the resolutions put before the Annual General Meeting and the number of votes withheld were as follows.
| Resolution | Votes for*** | Votes Against | Total Votes Cast (excluding withheld) | Votes Withheld* | ||
|---|---|---|---|---|---|---|
| No of Shares | % of shares voted | No of Shares | % of shares voted | No of shares | ||
| Resolution 1 To receive and adopt the Annual Report and Accounts to 31 December 2025 | 159,632,416 | 99.99% | 3,909 | 0.01% | 159,636,325 | 4,479 |
| Resolution 2 To appoint Deloitte LLP as Auditor. | 159,614,700 | 99.99% | 13,348 | 0.01% | 159,628,048 | 12,756 |
| Resolution 3 To authorise the remuneration of the Auditor | 159,616,531 | 99.99% | 21,744 | 0.01% | 159,638,275 | 2,529 |
| Resolution 4 To declare the final dividend of 4.3 pence per Ordinary Share for the year ended 31 December 2025 | 159,637,810 | 99.99% | 2,162 | 0.01% | 159,639,972 | 832 |
| Resolution 5 To elect Oliver Graham as a Director | 159,615,434 | 99.99% | 7,957 | 0.01% | 159,623,391 | 17,413 |
| Resolution 6 To re-elect Nigel Lingwood as a Director | 150,727,978 | 94.42% | 8,902,686 | 5.58% | 159,630,664 | 10,140 |
| Resolution 7 To re-elect Neil Ash as a Director | 159,607,198 | 99.99% | 23,080 | 0.01% | 159,630,278 | 10,526 |
| Resolution 8 To re-elect Ben Guyatt as a Director | 159,122,720 | 99.68% | 507,944 | 0.32% | 159,630,664 | 10,140 |
| Resolution 9 To re-elect Katherine Innes Ker as a Director | 136,923,059 | 85.77% | 22,707,605 | 14.23% | 159,630,664 | 10,140 |
| Resolution 10 To re-elect Gina Jardine as a Director | 156,897,160 | 98.29% | 2,733,504 | 1.71% | 159,630,664 | 10,140 |
| Resolution 11 To re-elect Vince Niblett as a Director | 156,902,257 | 98.29% | 2,728,407 | 1.71% | 159,630,664 | 10,140 |
| Resolution 12 To re-elect Aysegul Sabanci as a Director | 156,911,710 | 98.30% | 2,718,954 | 1.70% | 159,630,664 | 10,140 |
| Resolution 13 To approve the Directors' Remuneration Policy (set out on pages 101 to 109 of the Annual Report) | 83,672,979 | 61.44% | 52,524,507 | 38.56% | 136,197,486 | 23,443,318 |
| Resolution 14 To approve the Report of the Remuneration Committee (excluding the Remuneration Policy set out on pages 101 to 109 of the Annual Report) | 136,858,748 | 98.72% | 1,780,630 | 1.28% | 138,639,378 | 21,001,426 |
| Resolution 15 To Approve the rules of the Long-Term incentive Plan | 154,231,365 | 96.62% | 5,392,972 | 3.38% | 159,624,337 | 16,467 |
| Resolution 16 To approve the rules of the Deferred Annual Bonus Plan | 159,190,829 | 99.72% | 441,885 | 0.28% | 159,632,714 | 8,090 |
| Resolution 17 To approve the rules of the Share Incentive Plan | 159,203,744 | 99.73% | 426,927 | 0.27% | 159,630,671 | 10,133 |
| Resolution 18 To approve the rules of the Sharesave Plan | 159,560,754 | 99.96% | 68,441 | 0.04% | 159,629,195 | 11,609 |
| Resolution 19 To authorise the Company to adopt further schemes based on the LTIP, the DABP, the SIP and the SAYE. | 158,537,657 | 99.32% | 1,085,690 | 0.68% | 159,623,347 | 17,457 |
| Resolution 20 To authorise the Company to make political donations | 155,996,988 | 97.75% | 3,598,879 | 2.25% | 159,595,867 | 44,937 |
| Resolution 21 To authorise the Directors to allot share capital | 156,061,566 | 97.76% | 3,571,354 | 2.24% | 159,632,920 | 7,884 |
| Resolution 22 ** To disapply statutory exemption rights | 153,962,024 | 96.45% | 5,674,390 | 3.55% | 159,636,414 | 4,390 |
| Resolution 23 ** To disapply statutory exemption rights | 153,967,811 | 96.46% | 5,657,192 | 3.54% | 159,625,003 | 15,801 |
| Resolution 24 ** To authorise the Company to purchase its own shares | 159,626,231 | 99.99% | 8,040 | 0.01% | 159,634,271 | 6,533 |
| Resolution 25 ** To authorise the Company to hold general meetings (other than an Annual General meeting) with 14 clear days' notice | 159,331,470 | 99.81% | 308,178 | 0.19% | 159,639,648 | 1,156 |
The Board is delighted that all the resolutions were supported at today's Annual General Meeting. In particular the Board thanks the majority of shareholders who voted in support of the Remuneration Policy (Resolution 13).
The Board notes that, although approved with the requisite majority, Resolution 13 (Approval of Remuneration Policy) received less than the 80% level identified in the UK Corporate Governance Code ("the Code"). As such, in accordance with the Code the Board will engage with any major shareholders who did not support the Resolution to understand the reasons behind their voting decision. An update on these discussions will be provided within six months of today's AGM.
In accordance with the requirements of UKLR 6.4.3 and 6.4.13 copies of Resolutions 22-25 will shortly be available for inspection on the National Storage Mechanism which is located at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
Notes:
*Votes 'withheld' are not votes under English law and so have not been included in the calculation of whether a resolution is carried. Percentages have been rounded to two decimal places.
** Special resolution.
*** Any proxy forms received granting discretion to the Chair have been included within the votes cast in favour.
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