Result of AGM
Gamma Communications plc announced that all resolutions were passed at its Annual General Meeting, including the adoption of the 2025 Annual Report and Accounts and the approval of a final dividend of 14.8 pence per share. Notably, the re-election of Martin Hellawell as a Director received 79.35% of the votes cast, which the Board acknowledges is lower than other resolutions and will engage further with shareholders to understand the reasons, providing an update within six months. Other resolutions, including the reappointment of Deloitte LLP as auditor and the authority to allot securities, also passed with significant majorities.
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Gamma Communications plc ("Gamma" or "the Company") announces that, at the Annual General Meeting held yesterday, all resolutions as set out in the Notice of Annual General Meeting ("AGM") dated 1 April 2026 were passed, which included all valid proxy votes submitted in advance of the meeting. The number of votes for and against each of the resolutions, and the number of votes withheld, are set out in the table below.
While all resolutions were passed with significant majorities in favour, the Board notes that resolution 8 (the re-election of Martin Hellawell) received support of 79.35%. The Board acknowledges that this level of support is below that received on other resolutions, notwithstanding the positive voting recommendations from the proxy advisors and the Board's active engagement with major shareholders prior to the AGM, which did not identify any specific concerns. The Board thanks shareholders for their continued engagement and support ahead of the AGM and throughout the year. In accordance with provision 4 of the UK Corporate Governance Code (the "Code"), the Board will build on its engagement with relevant shareholders to understand their views on the voting outcome on this resolution. The Board will provide an update within six months of the AGM, in accordance with the Code.
The voting results will shortly be available on the Company's website at www.gammagroup.co.
| FOR | AGAINST | WITHHELD* | ||||
|---|---|---|---|---|---|---|
| Resolution | Votes cast | % | Votes cast | % | Votes cast | |
| 1 | To receive and adopt the Annual Report and Accounts for the year ended 31 December 2025 | 66,145,450 | 99.99 | 5,415 | 0.01 | 60,540 |
| 2 | To approve the final dividend of 14.8 pence per share | 66,185,841 | 99.99 | 601 | 0.01 | 24,963 |
| 3 | To approve the Directors' Remuneration Policy for the year ended 31 December 2025 | 64,822,380 | 97.95 | 1,354,933 | 2.05 | 34,092 |
| 4 | To approve the Directors' Remuneration Report for the year ended 31 December 2025 | 66,144,309 | 99.96 | 26,496 | 0.04 | 40,700 |
| 5 | To reappoint Deloitte LLP as auditor of the Company | 64,160,971 | 96.96 | 2,011,199 | 3.04 | 39,235 |
| 6 | To authorise Directors to determine the remuneration of the auditor | 64,198,675 | 97.00 | 1,985,500 | 3.00 | 27,230 |
| 7 | To elect Chris Jagusz as a Director | 66,171,552 | 99.98 | 10,766 | 0.02 | 29,087 |
| 8 | To re-elect Martin Hellawell as a Director | 52,515,759 | 79.35 | 13,665,992 | 20.65 | 29,654 |
| 9 | To re-elect Andrew Belshaw as a Director | 66,165,684 | 99.98 | 15,837 | 0.02 | 29,884 |
| 10 | To re-elect Rachel Addison as a Director | 64,732,224 | 97.81 | 1,449,544 | 2.19 | 29,637 |
| 11 | To re-elect Charlotta Ginman as a Director | 63,594,669 | 96.09 | 2,587,099 | 3.91 | 29,637 |
| 12 | To re-elect Shaun Gregory as a Director | 65,251,746 | 98.61 | 922,993 | 1.39 | 36,666 |
| 13 | To re-elect Xavier Robert as a Director | 66,168,822 | 99.98 | 12,699 | 0.02 | 29,884 |
| 14 | To renew the authority for Directors to allot relevant securities | 64,985,502 | 98.20 | 1,193,506 | 1.80 | 32,397 |
| 15 | To authorise Directors to allot relevant securities with the disapplication of pre-emption rights** | 64,348,737 | 97.24 | 1,829,569 | 2.76 | 33,099 |
| 16 | To authorise Directors to allot relevant securities with the disapplication of pre-emption rights in connection with an acquisition or other capital investment** | 61,163,107 | 92.42 | 5,015,572 | 7.58 | 32,726 |
| 17 | To renew the authority for the Company to make market purchases of its own shares** | 65,878,595 | 99.99 | 1,756 | 0.01 | 331,054 |
** Denotes a special resolution requiring a 75% majority of votes cast.
The number of shares in issue as at the date of the 2026 Annual General Meeting is 92,123,926, of which 1,578,525 ordinary shares are held in Treasury. The shares held in Treasury have no voting rights.
In accordance with LR 9.6.2 a copy of the resolutions passed under special business at today's Annual General Meeting will be submitted to the National Storage Mechanism.
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