Result of AGM
Hammerson plc announced that all resolutions were passed at its 2026 Annual General Meeting, with strong support for the Directors' Annual Report and Financial Statements (99.99% for) and the final dividend (99.99% for). While resolutions concerning the allotment of shares and disapplication of pre-emption rights received the necessary majority, they saw significant opposition, with 22.84% and 21.51% of votes cast against them respectively; the company will engage with shareholders to understand these concerns. The re-appointment of auditors and approval of auditor remuneration also passed with over 99.98% of votes.
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At the Annual General Meeting (the 'AGM') of the Company held at Marble Arch House, 66 Seymour Street, London W1H 5BX on Thursday, 30 April 2026, all the resolutions were voted upon by a poll and were passed by the requisite majority of shareholders.
The results of the poll for each resolution are as follows:
| Votes For | Votes Against | Votes Cast | **Votes Withheld | ||||
|---|---|---|---|---|---|---|---|
| Resolution | No. of Shares | % of Shares voted | No. of Shares | % of Shares voted | % of Issued Share Capital | No. of Shares | |
| 1 | To receive the Directors' Annual Report and Financial Statements for the year ended 31 December 2025 | 466,894,871 | 99.99% | 946 | 0.01% | 466,895,817 | 221,360 |
| 2 | To receive and approve the Directors' Remuneration Report for the year ended 31 December 2025 | 445,975,864 | 95.48% | 21,101,093 | 4.52% | 467,076,957 | 40,220 |
| 3 | To approve the Directors' Remuneration Policy | 439,442,796 | 94.08% | 27,632,233 | 5.92% | 467,075,029 | 42,148 |
| 4 | To approve proposed amendments to the rules of the Hammerson plc Restricted Share Scheme | 460,616,553 | 98.62% | 6,459,175 | 1.38% | 467,075,728 | 41,449 |
| 5 | To declare a final dividend for the year ended 31 December 2025 | 467,077,760 | 99.99% | 210 | 0.01% | 467,077,970 | 39,207 |
| 6 | To re-elect Habib Annous as a Director of the Company | 458,534,651 | 98.17% | 8,543,199 | 1.83% | 467,077,850 | 39,327 |
| 7 | To re- elect Mike Butterworth as a Director of the Company | 460,603,809 | 98.61% | 6,474,048 | 1.39% | 467,077,857 | 39,320 |
| 8 | To elect Michelle McGrath as a Director of the Company | 466,927,019 | 99.97% | 150,837 | 0.03% | 467,077,856 | 39,321 |
| 9 | To re-elect Adam Metz as a Director of the Company | 443,049,997 | 94.86% | 24,027,859 | 5.14% | 467,077,856 | 39,321 |
| 10 | To re-elect Robert Noel as a Director of the Company | 440,409,554 | 94.29% | 26,668,302 | 5.71% | 467,077,856 | 39,321 |
| 11 | To re-elect Himanshu Raja as a Director of the Company | 466,594,078 | 99.90% | 483,778 | 0.10% | 467,077,856 | 39,321 |
| 12 | To re-elect Carol Welch as a Director of the Company | 461,566,515 | 98.82% | 5,511,342 | 1.18% | 467,077,857 | 39,320 |
| 13 | To elect Rob Wilkinson as a Director of the Company | 467,027,626 | 99.99% | 50,231 | 0.01% | 467,077,857 | 39,320 |
| 14 | To re-appoint PricewaterhouseCoopers LLP as auditor | 467,075,962 | 99.99% | 2,393 | 0.01% | 467,078,355 | 38,822 |
| 15 | To authorise the Audit Committee to agree the auditor's remuneration | 466,991,840 | 99.98% | 85,779 | 0.02% | 467,077,619 | 39,558 |
| 16 | To authorise the Directors to allot shares | 359,558,721 | 77.16% | 106,402,560 | 22.84% | 465,961,281 | 1,155,896 |
| 17 | To disapply pre-emption rights* | 366,601,478 | 78.49% | 100,459,925 | 21.51% | 467,061,403 | 55,774 |
| 18 | To disapply pre-emption rights in addition to those conferred by resolution 17* | 366,601,746 | 78.49% | 100,459,657 | 21.51% | 467,061,403 | 55,774 |
| 19 | To authorise market purchases by the Company of its shares* | 462,770,245 | 99.10% | 4,224,062 | 0.90% | 466,994,307 | 122,870 |
Ordinary resolution 16 (allotment of shares) and special resolutions 17 and 18 (disapplication of pre-emption rights)
The Board notes that, although resolutions 16, 17 and 18 were passed with the necessary majority, 22.84%, 21.51% and 21.51% of votes cast were against resolutions 16, 17 and 18, respectively. These resolutions are considered routine for listed companies in the UK and are within the Investment Association's share capital management guidelines. Following shareholder consultation, the level of authority sought (and approved by shareholders today) is less than that typically sought by UK listed companies. The Board is aware, however, that certain overseas institutional investors have a policy of not supporting these authorities for the Directors to issue shares and disapply pre-emption rights. The Board considers the flexibility afforded by these authorities to be in the best interests of the Company and shareholders.
In accordance with provision 4 of the UK Corporate Governance Code (the 'Code'), the Board confirms that it will consult and continue to engage with relevant shareholders to understand the reasons behind those votes against. An update will be provided within six months of the AGM, in accordance with the Code, with a final summary to be included in the Company's 2026 annual report and accounts.
Other information
* Special resolution (75% majority required).
** A vote withheld is not a vote in law and is not counted towards the votes cast 'For' or 'Against' a resolution.
- The issued share capital of the Company as at 6.30 pm on Tuesday, 28 April 2026 (the time by which shareholders who wanted to attend, speak and vote at the AGM were entered on the Register) was 532,054,593 ordinary shares, with 132,163 shares held in treasury. The total number of voting rights in Hammerson plc was therefore 531,922,430.
- In accordance with UK Listing Rule 6.4.2, a copy of the resolutions passed, other than the resolutions constituting ordinary business, at the AGM will shortly be available for inspection at the National Storage Mechanism, which is located at https://www.fca.org.uk/markets/primary-markets/regulatory-disclosures/national-storage-mechanism.
- A copy of the poll results for the Annual General Meeting is also available on the Hammerson plc website at https://www.hammerson.com/investors/shareholder-centre/general-meetings.
- The full text of the resolutions is set out in the Notice of Meeting which is also available at https://www.hammerson.com/investors/shareholder-centre/general-meetings.
Richard Crowle
Deputy Company Secretary
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