Result of AGM
Rathbones Group PLC announced the results of its Annual General Meeting, where all resolutions passed except for Resolutions 15 and 16, which concerned the disapplication of pre-emption rights. Resolution 15 received 64.71% of votes in favour, and Resolution 16 received 63.56% in favour, both falling short of the 75% required for special resolutions. While Resolution 14, a general authority to allot ordinary shares, passed as an ordinary resolution, it saw 36.58% of votes against it. The company plans to engage with shareholders to understand their concerns regarding these resolutions and will provide an update within six months.
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At the fifty-fifth Annual General Meeting('AGM') of the Company held on Thursday 7 May 2026 at 9:00am at 30 Gresham Street, London, EC2V 7QN (and with facilities to attend and participate electronically), all resolutions as set out in the Notice of AGM dated 2 April 2026 ('Notice') were duly passed on a poll by the requisite majority, save for Resolutions 15 and 16.
The full text of the resolutions can be found in the Notice, a copy of which is on the Company's website at www.rathbones.com/investor-relations/corporate-governance/general-meetings. In accordance with UKLR 6.4.2R, a copy of the resolutions passed as special business will be submitted to the Financial Conduct Authority via the National Storage Mechanism and will be available at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Resolutions 1 to 14 were proposed as ordinary resolutions and Resolutions 15 to 18 were proposed as special resolutions. The poll results showing the number of votes received for and against each resolution are shown below.
| Resolution | For (Note 1) | % of Votes cast | Against | % of Votes cast | Votes cast | Votes cast as a % of the voting share capital (Note 2) | Withheld (Note 3) | |
|---|---|---|---|---|---|---|---|---|
| 1 | To adopt the reports of the Directors and the auditors and the audited financial statements for the year ended 31 December 2025 | 80,170,444 | 99.99 | 5,202 | 0.01 | 80,175,646 | 87.82% | 403,245 |
| 2 | To approve the Directors' remuneration report for the year ended 31 December 2025 | 78,967,854 | 98.02 | 1,598,867 | 1.98 | 80,566,721 | 88.25% | 12,170 |
| 3 | To declare a final dividend of 68p per share for the year ended 31 December 2025 | 80,569,302 | 100.00 | 2,499 | 0.00 | 80,571,801 | 88.26% | 8,769 |
| 4 | To re-elect Clive Bannister as a Director | 74,893,350 | 92.96 | 5,670,259 | 7.04 | 80,563,609 | 88.25% | 15,282 |
| 5 | To elect Jonathan Sorrell as a Director | 80,143,957 | 99.47 | 424,752 | 0.53 | 80,568,709 | 88.25% | 10,182 |
| 6 | To re-elect Iain Hooley as a Director | 79,958,065 | 99.24 | 609,164 | 0.76 | 80,567,229 | 88.25% | 11,662 |
| 7 | To re-elect Iain Cummings as a Director | 79,708,542 | 98.94 | 853,087 | 1.06 | 80,561,629 | 88.25% | 17,262 |
| 8 | To re-elect Terri Duhon as a Director | 78,682,322 | 97.67 | 1,878,743 | 2.33 | 80,561,065 | 88.24% | 17,826 |
| 9 | To re-elect Sarah Gentleman as a Director | 78,165,869 | 97.03 | 2,395,196 | 2.97 | 80,561,065 | 88.24% | 17,826 |
| 10 | To re-elect Dharmash Mistry as a Director | 78,470,353 | 97.41 | 2,088,559 | 2.59 | 80,558,912 | 88.24% | 19,979 |
| 11 | To re-elect Henrietta Baldock as a Director | 79,177,489 | 98.28 | 1,383,576 | 1.72 | 80,561,065 | 88.24% | 17,826 |
| 12 | To re-appoint Deloitte LLP as auditors of the company | 80,559,297 | 99.99 | 8,445 | 0.01 | 80,567,742 | 88.25% | 11,149 |
| 13 | To authorise the Audit Committee of the Board of Directors to agree the remuneration of the auditors | 80,545,389 | 99.97 | 22,610 | 0.03 | 80,567,999 | 88.25% | 10,892 |
| 14 | To approve a general authority to allot ordinary shares | 51,097,325 | 63.42 | 29,471,327 | 36.58 | 80,568,652 | 88.25% | 10,239 |
| 15 | To authorise the disapplication of pre-emption rights | 52,132,256 | 64.71 | 28,436,111 | 35.29 | 80,568,367 | 88.25% | 10,483 |
| 16 | To further authorise the disapplication of pre-emption rights regarding shares issued in connection with an acquisition or capital investment | 51,210,357 | 63.56 | 29,358,008 | 36.44 | 80,568,365 | 88.25% | 10,526 |
| 17 | To authorise market purchases of ordinary shares | 80,543,557 | 99.99 | 10,529 | 0.01 | 80,554,086 | 88.24% | 24,805 |
| 18 | To authorise the convening of a general meeting, other than an AGM, on not less than 14 days' notice | 79,178,517 | 98.27 | 1,390,962 | 1.73 | 80,569,479 | 88.25% | 9,412 |
Notes:
- Votes 'For' include those votes giving the Chairman of the AGM discretion
- The voting share capital in issue as at 5 May 2026 was 91,292,579
- Votes 'Withheld' are not votes in law and have not been counted in the calculation of the proportion of votes 'For' or 'Against' a resolution.
Resolution 15 (Disapplication of pre-emption rights) and Resolution 16 (Disapplication of pre-emption rights in connection with an acquisition or capital investment) were proposed as special resolutions and required the support of shareholders representing not less than 75% of the total voting rights of eligible shareholders who voted to be passed. The Board is disappointed that neither Resolution 15 nor Resolution 16 received sufficient shareholder support to be passed. While the Board is pleased to have received sufficient shareholder support for Resolution 14 (General authority to allot ordinary shares), which was duly passed as an ordinary resolution, it notes 36.58%, a significant number of votes cast against that resolution.
The Board intends to engage with shareholders over the coming weeks to understand fully the concerns in relation to these resolutions. In line with the recommendations of Provision 4 of the Financial Reporting Council's UK Corporate Governance Code, the Company will provide an update on its engagement within six months of the date of the AGM.
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