Result of AGM
OSB Group PLC announced the results of its Annual General Meeting held on May 7, 2026, where all resolutions were passed by a requisite majority. Shareholders overwhelmingly approved the 2025 Annual Report and Accounts with 99.99% in favour, and the final dividend of 24.1 pence per ordinary share received 100% approval. The re-appointment of Deloitte LLP as auditor and the authority to allot shares were also strongly supported, with over 98% of votes cast in favour for both. The company noted that the resolution to approve the new Directors' Remuneration Policy received 92.99% shareholder support. Noël Harwerth retired from the board at the conclusion of the AGM.
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Results of the poll voting for the 2026 AGM held on Thursday, 7 May 2026.
All resolutions were passed by the requisite majority on a poll; resolutions 1 to 20 as ordinary resolutions and resolutions 21 to 25 as special resolutions.
The following poll votes were cast in respect of the AGM resolutions:
| Ordinary Resolutions | Total votes For | % | Total votes Against | % | Total votes cast | % of issued share capital | Votes withheld | |
|---|---|---|---|---|---|---|---|---|
| 1 | To receive the 2025 Annual Report and Accounts | 258,037,295 | 99.99% | 21,313 | 0.01% | 258,058,608 | 73.97 | 1,686,571 |
| 2 | To approve the Directors’ Remuneration Report | 242,082,672 | 93.54% | 16,718,431 | 6.46% | 258,801,103 | 74.18 | 944,076 |
| 3 | To approve the Directors’ Remuneration Policy | 240,656,926 | 92.99% | 18,138,272 | 7.01% | 258,795,198 | 74.18 | 949,981 |
| 4 | To approve the amendments to the rules as set out in the Performance Share Plan 2020 | 249,217,380 | 95.96% | 10,500,180 | 4.04% | 259,717,560 | 74.44 | 27,619 |
| 5 | To approve the amendments to the rules of the Deferred Share Bonus Plan 2020 | 258,322,168 | 99.46% | 1,396,236 | 0.54% | 259,718,404 | 74.44 | 26,775 |
| 6 | To declare a final dividend of 24.1 pence per ordinary share | 259,738,732 | 100.00% | 564 | 0.00% | 259,739,296 | 74.45 | 5,883 |
| 7 | To re-elect Kal Atwal | 259,486,022 | 99.91% | 242,124 | 0.09% | 259,728,146 | 74.45 | 17,033 |
| 8 | To elect Henry Daubeney | 259,543,940 | 99.93% | 184,206 | 0.07% | 259,728,146 | 74.45 | 17,033 |
| 9 | To elect Sally Jones-Evans | 256,689,114 | 98.83% | 3,039,032 | 1.17% | 259,728,146 | 74.45 | 17,033 |
| 10 | To re-elect Andrew Golding | 259,544,714 | 99.93% | 189,096 | 0.07% | 259,733,810 | 74.45 | 11,369 |
| 11 | To re-elect Gareth Hoskin | 256,086,038 | 98.60% | 3,642,108 | 1.40% | 259,728,146 | 74.45 | 17,033 |
| 12 | To re-elect Victoria Hyde | 259,114,659 | 99.77% | 591,487 | 0.23% | 259,706,146 | 74.44 | 39,033 |
| 13 | To re-elect Simon Walker | 259,526,708 | 99.93% | 182,438 | 0.07% | 259,709,146 | 74.44 | 39,033 |
| 14 | To re-elect David Weymouth | 246,278,091 | 94.97% | 13,048,743 | 5.03% | 259,326,834 | 74.33 | 418,345 |
| 15 | To elect Robin Bulloch | 259,219,567 | 99.93% | 178,720 | 0.07% | 259,398,287 | 74.35 | 346,892 |
| 16 | To re-appoint Deloitte LLP as Statutory Auditor | 259,227,967 | 99.80% | 509,955 | 0.20% | 259,737,922 | 74.45 | 7,257 |
| 17 | To give authority to the Group Audit Committee to agree the Auditor’s remuneration | 259,239,043 | 99.81% | 499,307 | 0.19% | 259,738,350 | 74.45 | 6,829 |
| 18 | To give authority to make political donations | 257,773,549 | 99.24% | 1,961,946 | 0.76% | 259,735,495 | 74.45 | 9,684 |
| 19 | To give authority to allot shares (general authority) | 255,065,723 | 98.20% | 4,672,855 | 1.80% | 259,738,578 | 74.45 | 6,601 |
| 20 | To give authority to allot shares (in relation to Regulatory Capital Convertible Instruments) | 258,811,458 | 99.64% | 923,881 | 0.36% | 259,735,339 | 74.45 | 9,840 |
| Special Resolutions | ||||||||
| 21 | To give the power to disapply pre-emption rights (general authority) | 257,406,155 | 99.10% | 2,330,773 | 0.90% | 259,736,928 | 74.45 | 8,251 |
| 22 | To give the power to disapply pre-emption rights (in relation to acquisitions or specified capital investments) | 257,427,278 | 99.11% | 2,309,650 | 0.89% | 259,736,928 | 74.45 | 8,251 |
| 23 | To give the power to disapply pre-emption rights (in relation to Regulatory Capital Convertible Instruments) | 258,902,109 | 99.68% | 834,819 | 0.32% | 259,736,928 | 74.45 | 8,251 |
| 24 | To give authority to re-purchase own shares | 259,621,183 | 100.00% | 4,888 | 0.00% | 259,626,071 | 74.42 | 119,108 |
| 25 | That a general meeting, other than an AGM, may be called on not less than 14 clear days’ notice | 252,781,095 | 97.32% | 6,953,846 | 2.68% | 259,734,941 | 74.45 | 10,238 |
The Board was pleased that the Resolution to approve the new Directors' Remuneration Policy (Resolution 3) was supported by 92.99% of shareholders who voted, and would like to thank all shareholders that engaged with the Group Remuneration & People Committee as part of the policy review.
NOTES:
- ‘Total Votes For’ include votes recorded at the discretion of the appointed proxy.
- The issued share capital of the Company as at close of business on the 5 May 2026 was 348,878,903.
- The full text of the resolutions, along with explanatory notes, is detailed in the Notice of Meeting which can be found on the Company’s website https://www.osb.co.uk/investors/shareholder-services/agm-information/.
In accordance with UK Listing Authority’s Listing Rule 6.4.2, a copy of the resolutions that do not constitute ordinary business at the AGM have been submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Board Changes
Noël Harwerth retired at the conclusion of the AGM.
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