Result of AGM
Smiths News PLC announced that all resolutions were passed at its Annual General Meeting, with strong shareholder support for the annual report and accounts, directors' remuneration report, LTIP, sharesave scheme, dividends, auditor re-appointment, and political donations. While the re-election of Mark Whiteling received 75.16% of votes for, the company noted an administrative oversight from a major shareholder who confirmed support for his re-election, indicating it would have passed overwhelmingly otherwise. Authority to allot shares was approved with 92.84% of votes in favour, and authority to call general meetings on 14 clear days' notice passed with 84.03% of votes.
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Smiths News plc announces that at its Annual General Meeting (AGM) held at 11.30am today all resolutions put to the meeting were duly passed by shareholders by way of a poll. The voting results are shown below.
| Resolution | For | Against | Withheld | |||
|---|---|---|---|---|---|---|
| No. of votes | % | No. of votes | % | No. of votes | ||
| 1 | To receive the Annual Report and Accounts for the 52-week period ended 30 August 2025 | 130,473,391 | 99.99% | 14,033 | 0.01% | 286,901 |
| 2 | To approve the directors' remuneration report for the 52-week period ended 30 August 2025 | 130,165,319 | 99.69% | 407,410 | 0.31% | 201,596 |
| 3 | To approve the directors' remuneration policy | 122,843,750 | 94.02% | 7,819,154 | 5.98% | 111,421 |
| 4 | To approve the rules of the Smiths News Long Term Incentive Plan (the "LTIP") | 130,287,690 | 99.74% | 337,453 | 0.26% | 149,182 |
| 5 | To approve that the Smiths News Sharesave Scheme | 130,546,677 | 99.89% | 144,795 | 0.11% | 82,853 |
| 6 | To declare a final dividend | 130,746,419 | 99.99% | 10,109 | 0.01% | 17,797 |
| 7 | To declare a special dividend | 130,740,254 | 99.99% | 11,042 | 0.01% | 23,029 |
| 8 | To re-elect David Blackwood | 128,685,396 | 98.45% | 2,032,262 | 1.55% | 56,667 |
| 9 | To re-elect Jonathan Bunting | 130,427,480 | 99.78% | 286,300 | 0.22% | 60,545 |
| 10 | To re-elect Michael Holt | 128,845,292 | 98.57% | 1,868,469 | 1.43% | 60,564 |
| 11 | To re-elect Mark Whiteling | 98,248,545 | 75.16% | 32,465,216 | 24.84% | 60,564 |
| 12 | To re-elect Deborah Rabey | 128,987,927 | 98.67% | 1,741,356 | 1.33% | 45,042 |
| 13 | To elect Manju Malhotra | 128,921,418 | 98.65% | 1,769,965 | 1.35% | 82,942 |
| 14 | To re-appoint the auditor | 130,572,343 | 99.95% | 61,082 | 0.05% | 140,900 |
| 15 | To authorise the Audit Committee to determine the auditor's remuneration | 130,685,880 | 99.97% | 32,932 | 0.03% | 55,513 |
| 16 | Authority to make political donations | 108,486,620 | 98.48% | 1,669,775 | 1.52% | 20,617,930 |
| 17 | Authority to allot shares | 121,335,267 | 92.84% | 9,355,684 | 7.16% | 83,374 |
| 18 | Authority to partially disapply pre-emption rights* | 129,749,500 | 99.44% | 733,652 | 0.56% | 291,173 |
| 19 | Authority to make market purchases of ordinary shares* | 130,286,617 | 99.89% | 144,993 | 0.11% | 342,715 |
| 20 | Authority to call general meetings (other than the AGM) on 14 clear days' notice* | 109,862,643 | 84.03% | 20,875,006 | 15.97% | 36,676 |
* Special resolution requiring 75% majority of those votes cast at the meeting.
Resolution 11 - Re-Appointment of Mark Whiteling
Where 20% or more of votes have been cast against any shareholder resolution, the Company is required by provision 4 of the UK Corporate Governance Code to explain what action it will take to consult shareholders to understand the reasons behind the result.
Accordingly, whilst resolution 11 has passed with the requisite majority, the Board has had an opportunity to engage with one of the Company's largest shareholders who voted against the resolution and understands that their vote had in fact resulted from an administrative oversight between their custodian and the legal nominee holder of the shares in question. They also confirmed that they were in fact supportive of resolution 11 but it has not proven possible to change their vote in time once the oversight had been identified. As a result, the Board is satisfied that if their shares had been cast in favour of Mark Whiteling's reappointment at resolution 11 then the resolution would have been overwhelmingly passed in a manner consistent with the election/re-elections of the other directors.
Notes:
- Percentages are rounded to two decimal places.
- Where shareholders appointed the Chairman as their proxy with discretion as to voting, their votes were cast in favour of the resolutions and have been included in the "For" total.
- A "vote withheld" is not a vote in law and is not counted in the calculation of the percentages of the votes cast for and against a resolution.
- The number of votes validly cast were in respect of 130,756,528 shares, representing 52.80% of the 247,659,200 issued share capital of the Company, being the total number of shares in issue at 6.30pm on 27 January 2026.
- The full text of all of the resolutions is set out in the Notice of AGM dated 3 December 2025 which is available on the Company's website. Resolutions 18, 19 and 20 were special resolutions, requiring 75% majority of those votes cast at the meeting.
- In accordance with UKLR:6.4.2 a copy of the special business passed at the AGM, being resolutions 17, 18, 19 and 20, has been submitted to the National Storage Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
- The results of the AGM voting will also be made available on the Company's website at https://www.smithsnews.co.uk/investor-zone
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