Statement re further consultation on the DRR
Directors' Remuneration Policy approved at AGM with 75.67% support; no further changes planned.
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At the Company's Annual General Meeting ('AGM') held on 19 May 2025, Resolution 12 (to approve the Directors' Remuneration Policy) was approved by shareholders with a 75.67% majority. In accordance with the provisions of the UK Corporate Governance Code (the 'Code'), this statement provides an update on shareholder engagement following the AGM.
The Remuneration Committee (the 'Committee') engaged extensively with shareholders (representing c.85% of the Company's issued share capital), as well as proxy agencies, over an eight-month period prior to the AGM, which provided the Committee with a holistic understanding of shareholder views and helped shape the final Remuneration Policy and incentive structure. In particular, the Committee received valuable feedback on the performance flexed Restricted Share Plan ('RSP'), with a significant majority of shareholders consulted being supportive of the structure.
Following the AGM, the Committee Chair wrote to shareholders to explain the decision to move forward with the proposed changes to the Directors' Remuneration Policy, to reiterate why it considered the performance flexed RSP to be in the best interests of Harworth's shareholders, and to offer a further opportunity to engage with the Company and provide feedback. Shareholders that responded re-affirmed their previous views and did not consider further engagement necessary.
Given the overall support, the Company will continue to operate the Directors' Remuneration Policy approved at the AGM.
The Company thanks shareholders for their engagement prior to and following the AGM. The Committee will continue to engage with shareholders and proxy agencies on executive remuneration matters as and when appropriate.
In accordance with Provision 4 of the Code, a final update in response to the Directors' Remuneration Policy vote at the AGM will be provided in the 2025 Directors' Remuneration Report.
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