Result of AGM
Hays plc announced that all resolutions were passed by shareholders at its Annual General Meeting, including the receipt of the 2025 financial statements, approval of the Directors' Remuneration Report, and the declaration of a final dividend. While most resolutions received overwhelming support, resolutions 16 and 18, concerning the directors' authority to allot shares and disapply pre-emption rights respectively, were passed with less than 80% of votes in favour, prompting the Board to engage with shareholders for further understanding. The company also confirmed the re-appointment of PricewaterhouseCoopers LLP as auditor with 70.10% of votes cast.
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Hays plc (the "Company") announces the at its Annual General Meeting ("AGM") held earlier today, shareholders passed each of the following ordinary and special resolutions by the requisite majorities on a poll. The full text of each resolution is contained in the Notice of AGM dated 6 October 2025, which is available on the Company's website at: www.haysplc.com/investors/shareholder-services/agm.
The total number of votes cast on each resolution is set out in the table below. Resolutions 1 to 17 were passed as ordinary resolutions and resolutions 18 to 20 were passed as special resolutions.
| Resolutions | Votes For | % | Votes Against | % | Votes Total | % of ISC Votes | Votes Withheld |
|---|---|---|---|---|---|---|---|
| 1. Receive the Directors' and Auditors' Reports and the financial statements for the year ended 30 June 2025 | 1,405,084,480 | 99.99 | 117,586 | 0.01 | 1,405,202,066 | 88.04 | 1,646,739 |
| 2. To approve the Directors' Remuneration Report | 1,402,656,174 | 99.98 | 290,671 | 0.02 | 1,402,946,845 | 87.90 | 3,901,960 |
| 3. To declare a final dividend | 1,405,846,467 | 99.99 | 109,920 | 0.01 | 1,405,956,387 | 88.08 | 892,418 |
| 4. To elect Michael Findlay as a director of the Company | 1,404,394,198 | 99.89 | 1,524,964 | 0.11 | 1,405,919,162 | 88.08 | 929,643 |
| 5. To re-elect Helen Cunningham as a director of the Company | 1,399,298,558 | 99.53 | 6,537,337 | 0.47 | 1,405,835,895 | 88.08 | 1,012,910 |
| 6. To re-elect Dirk Hahn as a director of the Company | 1,405,660,156 | 99.99 | 192,410 | 0.01 | 1,405,852,566 | 88.08 | 996,239 |
| 7. To re-elect James Hilton as a director of the Company | 1,405,526,238 | 99.98 | 311,848 | 0.02 | 1,405,838,086 | 88.08 | 1,010,719 |
| 8. To re-elect Joe Hurd as a director of the Company | 1,402,256,845 | 99.75 | 3,582,002 | 0.25 | 1,405,838,847 | 88.08 | 1,009,958 |
| 9. To re-elect Anthony Kirby as a director of the Company | 1,402,737,781 | 99.78 | 3,110,347 | 0.22 | 1,405,848,128 | 88.08 | 1,000,677 |
| 10. To re-elect Cheryl Millington as a director of the Company | 1,340,310,242 | 95.34 | 65,537,221 | 4.66 | 1,405,847,463 | 88.08 | 1,001,342 |
| 11. To re-elect Susan Murray as a director of the Company | 1,340,304,191 | 95.34 | 65,547,472 | 4.66 | 1,405,851,663 | 88.08 | 997,142 |
| 12. To re-elect Zarin Patel as a director of the Company | 1,344,255,358 | 95.62 | 61,540,202 | 4.38 | 1,405,795,560 | 88.07 | 1,053,245 |
| 13. To re-appoint PricewaterhouseCoopers LLP as Auditor of the Company | 1,118,773,491 | 99.98 | 190,439 | 0.02 | 1,118,963,930 | 70.10 | 287,884,875 |
| 14. To authorise the Audit & Risk Committee to determine the Auditor's remuneration | 1,118,835,247 | 99.73 | 3,074,503 | 0.27 | 1,121,909,750 | 70.29 | 284,939,055 |
| 15. To authorise the Company to make political donations | 1,117,854,592 | 99.64 | 3,996,702 | 0.36 | 1,121,851,294 | 70.28 | 284,997,511 |
| 16. To authorise the directors to allot Ordinary shares in the Company | 1,036,438,159 | 73.72 | 369,516,559 | 26.28 | 1,405,954,718 | 88.08 | 894,087 |
| 17. To approve the Hays plc Deferred Annual Bonus Plan | 1,405,565,037 | 99.98 | 330,672 | 0.02 | 1,405,895,709 | 88.08 | 953,096 |
| 18. To authorise the directors to disapply pre-emption rights* | 1,115,191,184 | 79.32 | 290,758,326 | 20.68 | 1,405,949,510 | 88.08 | 899,295 |
| 19. To authorise the Company to purchase its own shares* | 1,405,756,722 | 100.00 | 67,087 | 0.00 | 1,405,823,809 | 88.08 | 1,024,996 |
| 20. To authorise the calling of a general meeting with 14 clear days' notice* | 1,292,739,730 | 91.95 | 113,145,142 | 8.05 | 1,405,884,872 | 88.08 | 963,933 |
Notes:
- Special resolutions are indicated by an asterisk*.
- Any proxy appointments which gave discretion to the Chair have been included in the "for" total.
- 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.
- Issued share capital (ISC) at the close of business on 17 November 2025 was 1,596,153,695 (excluding 4,279,397 shares held in Treasury).
The Board notes that resolutions 16 and 18 were passed with less than 80% of votes in favour. The Board will engage with shareholders in respect of these resolutions 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 2026 Annual Report.
In accordance with UK Listing Rule 6.4.2, copies of the resolutions passed as non-routine business at the AGM will be submitted to the National Storage Mechanism as soon as practicable and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
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