Result of AGM
James Fisher and Sons plc announced that all resolutions at its Annual General Meeting were passed, with resolutions 1 to 14 approved as ordinary resolutions and resolutions 15 to 18 as special resolutions. Notably, the Annual Report and Accounts for the year ended 31 December 2025 received 99.99% approval, directors' remuneration was approved by 99.24%, and the re-election of all directors saw strong support, with votes for ranging from 98.65% to 99.96%. The appointment of Deloitte LLP as auditors was overwhelmingly approved with 99.96% of votes in favour, and the company also received strong backing for its Long Term Incentive Plan (99.93%) and the authority to allot shares (89.49%).
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The Company is pleased to announce that all the resolutions proposed at the Annual General Meeting ("AGM") held earlier today were duly passed. Resolutions 1 to 14 were each passed as an Ordinary Resolution (requiring a simple majority for them to be passed) and resolutions 15 to 18 were each passed as a Special Resolution (requiring at least a 75% majority for them to be passed). The polling results for each resolution are set out below:
| Resolution | Votes For | % | Votes Against | % | Total votes cast | % of ISC voted 1 | Votes Withheld 2 | |
|---|---|---|---|---|---|---|---|---|
| 1. | To receive the Annual Report and Accounts for the year ended 31 December 2025 | 40,715,246 | 99.99% | 2,201 | 0.01% | 40,717,447 | 80.28% | 297,251 |
| 2. | To approve the Directors' Remuneration Report for the year ended 31 December 2025 | 40,665,621 | 99.24% | 310,300 | 0.76% | 40,975,921 | 80.79% | 38,777 |
| 3. | To re-elect Angus Cockburn as a Director | 40,459,948 | 99.38% | 251,348 | 0.62% | 40,711,296 | 80.26% | 303,402 |
| 4. | To re-elect Jean Vernet as a Director | 40,996,785 | 99.96% | 17,223 | 0.04% | 41,014,008 | 80.86% | 690 |
| 5. | To re-elect Karen Hayzen-Smith as a Director | 40,990,770 | 99.96% | 17,366 | 0.04% | 41,008,136 | 80.85% | 6,562 |
| 6. | To re-elect Justin Atkinson as a Director | 40,715,170 | 99.37% | 257,219 | 0.63% | 40,972,389 | 80.78% | 42,309 |
| 7. | To re-elect Inken Braunschmidt as a Director | 40,417,638 | 98.65% | 554,062 | 1.35% | 40,971,700 | 80.78% | 42,998 |
| 8. | To re-elect Claire Hawkings as a Director | 40,716,942 | 99.38% | 255,580 | 0.62% | 40,972,522 | 80.78% | 42,176 |
| 9. | To re-elect Kash Pandya as a Director | 40,714,940 | 99.37% | 257,451 | 0.63% | 40,972,391 | 80.78% | 42,307 |
| 10. | To re-elect Shian Jastram as a Director | 40,715,071 | 99.38% | 254,615 | 0.62% | 40,969,686 | 80.77% | 45,012 |
| 11. | To appoint Deloitte LLP as auditors of the Company | 40,997,794 | 99.96% | 16,040 | 0.04% | 41,013,834 | 80.86% | 864 |
| 12. | To authorise the Audit Committee to determine the auditor's remuneration | 40,998,590 | 99.96% | 15,290 | 0.04% | 41,013,880 | 80.86% | 818 |
| 13. | To approve the James Fisher and Sons Long Term Incentive Plan. | 37,310,882 | 99.93% | 25,531 | 0.07% | 37,336,413 | 73.61% | 3,678,285 |
| 14. | To authorise the directors to allot shares | 36,701,729 | 89.49% | 4,309,043 | 10.51% | 41,010,772 | 80.85% | 3,926 |
| 15. | To disapply pre-emption rights (Special Resolution) | 40,935,260 | 99.83% | 69,503 | 0.17% | 41,004,763 | 80.84% | 9,935 |
| 16. | To disapply pre-emption rights - specified capital investments (Special Resolution) | 40,941,014 | 99.84% | 63,749 | 0.16% | 41,004,763 | 80.84% | 9,935 |
| 17. | To authorise the Company to purchase its own shares (Special Resolution) | 40,984,005 | 99.93% | 28,671 | 0.07% | 41,012,676 | 80.86% | 2,022 |
| 18. | That any general meeting (other than an AGM) may be called on not less than 14 clear days' notice (Special Resolution) | 40,988,765 | 99.94% | 25,405 | 0.06% | 41,014,170 | 80.86% | 528 |
Notes:
- As at 11 May 2026 (being the latest date by which shareholders entitled to vote must have been entered on the Company's Register of Members) the total number of voting rights in the Company was [50,621,497] ordinary shares, carrying one vote each, and 100,000 preference shares carrying one vote each. Therefore, the total voting rights in the Company are 50,721,497.
In accordance with UK Listing Rule 6.4.2, copies of resolutions that constitute as special business at an annual general meeting will shortly be available for inspection at the National Storage Mechanism which is located at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
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