AGM Statement
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Hays plc (the "Company") announces the results of the voting by poll on the resolutions put to its Annual General Meeting ("AGM") held at 12:00pm today, Wednesday 15 November 2023. The full text of the resolutions proposed at the AGM is included in the Notice of AGM published on 2 October 2023, which is available on the Company's website at: www.haysplc.com/investors/shareholder-services/agm.
The table below shows the votes cast on each resolution.
| Resolution | Votes For | % | Votes Against | % | Votes Total | % of ISC Votes | Votes Withheld |
|---|---|---|---|---|---|---|---|
| 1. To receive the Directors' and Auditors' Reports and the financial statements for the year ended 30 June 2023 | 1,401,748,607 | 100.00 | 59,483 | 0.00 | 1,401,808,090 | 88.41% | 1,002,059 |
| 2. To approve the Directors' Remuneration Report | 1,386,619,784 | 98.86 | 15,993,637 | 1.14 | 1,402,613,421 | 88.46% | 196,728 |
| 3. To approve the Directors' Remuneration Policy | 1,307,126,011 | 93.20 | 95,392,505 | 6.80 | 1,402,518,516 | 88.45% | 291,633 |
| 4. To declare a final dividend | 1,400,599,234 | 99.85 | 2,040,886 | 0.15 | 1,402,640,120 | 88.46% | 168,757 |
| 5. To declare a special dividend | 1,400,619,085 | 99.85 | 2,052,617 | 0.15 | 1,402,671,702 | 88.46% | 137,175 |
| 6. To elect Dirk Hahn as a director of the Company | 1,402,507,798 | 99.99 | 70,225 | 0.01 | 1,402,578,023 | 88.46% | 230,854 |
| 7. To elect Zarin Patel as a director of the Company | 1,402,242,192 | 99.98 | 249,170 | 0.02 | 1,402,491,362 | 88.45% | 317,515 |
| 8. To re-elect James Hilton as a director of the Company | 1,402,059,167 | 99.96 | 534,378 | 0.04 | 1,402,593,545 | 88.46% | 215,332 |
| 9. To re-elect Joe Hurd as a director of the Company | 1,350,640,908 | 96.31 | 51,782,137 | 3.69 | 1,402,423,045 | 88.45% | 385,832 |
| 10. To re-elect Andrew Martin as a director of the Company | 1,386,754,033 | 98.96 | 14,538,464 | 1.04 | 1,401,292,497 | 88.37% | 1,516,380 |
| 11. To re-elect Cheryl Millington as a director of the Company | 1,350,339,305 | 96.28 | 52,106,783 | 3.72 | 1,402,446,088 | 88.45% | 362,789 |
| 12. To re-elect Susan Murray as a director of the Company | 1,349,533,063 | 96.41 | 50,304,155 | 3.59 | 1,399,837,218 | 88.28% | 2,971,659 |
| 13. To re-elect MT Rainey as a director of the Company | 1,398,549,850 | 99.72 | 3,900,458 | 0.28 | 1,402,450,308 | 88.45% | 358,569 |
| 14. To re-elect Peter Williams as a director of the Company | 1,402,341,420 | 99.99 | 106,517 | 0.01 | 1,402,447,937 | 88.45% | 360,940 |
| 15. To re-appoint PricewaterhouseCoopers LLP as Auditor of the Company | 1,120,730,710 | 99.69 | 3,505,418 | 0.31 | 1,124,236,128 | 70.90% | 278,572,749 |
| 16. To authorise the Audit Committee to determine the Auditor's remuneration | 1,124,158,894 | 99.98 | 206,904 | 0.02 | 1,124,365,798 | 70.91% | 278,443,079 |
| 17. To authorise the Company to make political donations | 1,359,971,198 | 96.97 | 42,559,366 | 3.03 | 1,402,530,564 | 88.45% | 277,313 |
| 18. To authorise the directors to allot Ordinary shares in the Company | 1,059,471,354 | 75.71 | 339,863,875 | 24.29 | 1,399,335,229 | 88.25% | 3,473,648 |
| 19. To authorise the directors to disapply pre-emption rights* | 1,068,677,751 | 76.20 | 333,768,013 | 23.80 | 1,402,445,764 | 88.45% | 363,113 |
| 20. To authorise the Company to purchase its own shares* | 1,399,052,393 | 99.76 | 3,434,559 | 0.24 | 1,402,486,952 | 88.45% | 321,925 |
| 21. To authorise the calling of a general meeting with 14 clear days' notice* | 1,332,016,969 | 94.96 | 70,632,119 | 5.04 | 1,402,649,088 | 88.46% | 159,789 |
Special resolutions are indicated by an asterisk.
The Board notes that over 20% of votes cast were against the Board's recommendations in respect of resolutions 18 and 19. As explained in the notice of meeting, the Directors have no present intention to exercise the share capital authorities reflected in these resolutions, which provide appropriate flexibility in line with investor body guidelines. The Board will continue to engage with shareholders in respect of resolutions 18 and 19 to ensure their views are understood. In accordance with provision 4 of the UK Corporate Governance Code, the Board will provide an update on this engagement within 6 months of the AGM, as well as a final summary in the Company's 2024 Annual Report.
The issued share capital (ISC) at the close of business on 13 November 2023 was 1,600,433,092 (1,585,630,748
excluding shares held in Treasury). The 'For' vote includes those giving the Chairman discretion. Votes withheld are not votes in law and therefore have not been counted in the calculation of the percentage of votes for or against a resolution.
The full text of each of the resolutions is set out in the Notice of AGM, which is available at www.haysplc.com/investors/shareholder-services/agm In accordance with UK Listing Rule 9.6.2R, copies of the resolutions, other than those concerning ordinary business, 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
Hannah Shepherd
Deputy Company Secretary
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