Result of AGM
Synthomer plc announced that all resolutions proposed at its Annual General Meeting were passed, including the adoption of the 2025 financial statements with 99.93% approval and the Directors' Remuneration Policy with 95.55% approval. While most director re-elections and appointments received strong support, Resolution 21, approving a one-off retention arrangement for the CEO, passed with 73.83% of the vote, falling below the UK Corporate Governance Code's 80% benchmark. The company will engage further with shareholders on this matter and provide an update within six months. The company's issued share capital as of June 18, 2026, was 163,997,629 ordinary shares.
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The Board of Synthomer plc (the 'Company') is pleased to announce that all the resolutions proposed at the Company's Annual General Meeting ('AGM') held earlier today were duly passed on a poll. The results of the poll are shown in the table below.
| For + discretion | Against | Withheld | ||||
|---|---|---|---|---|---|---|
| Number of votes | % of vote | Number of votes | % of vote | Number of votes | ||
| 1 | To receive and adopt the report of the Directors and audited financial statements for the year ended 31 December 2025 | 89,806,331 | 99.93 | 67,372 | 0.07 | 123,536 |
| 2 | To approve the Directors' Remuneration Policy | 85,871,624 | 95.55 | 4,000,910 | 4.45 | 124,705 |
| 3 | To approve the Annual Report on Remuneration for the year ended 31 December 2025 | 87,779,111 | 97.65 | 2,107,886 | 2.35 | 110,242 |
| 4 | To re-elect as a Director Peter Hill, CBE | 86,460,441 | 97.63 | 2,095,207 | 2.37 | 1,441,591 |
| 5 | To re-elect as a Director Michael Willome | 88,337,845 | 98.28 | 1,545,581 | 1.72 | 113,813 |
| 6 | To elect as a Director Iain Torrens | 88,332,884 | 98.28 | 1,545,162 | 1.72 | 119,193 |
| 7 | To re-elect as a Director Martina Flöel | 89,051,586 | 99.09 | 816,991 | 0.91 | 128,662 |
| 8 | To re-elect as a Director Uwe Halder | 88,332,675 | 98.28 | 1,544,932 | 1.72 | 119,632 |
| 9 | To re-elect as a Director Dato' Lee Hau Hian | 86,380,626 | 96.11 | 3,493,782 | 3.89 | 122,831 |
| 10 | To re-elect as a Director Holly Van Deursen | 89,066,316 | 99.09 | 819,489 | 0.91 | 111,434 |
| 11 | To elect as a Director Janet Ashdown | 89,790,560 | 99.89 | 95,632 | 0.11 | 111,047 |
| 12 | To elect as a Director Jonathan Silver | 89,788,628 | 99.89 | 97,119 | 0.11 | 111,492 |
| 13 | To re-appoint PricewaterhouseCoopers LLP as auditor of the Company to hold office until the conclusion of the next Annual General Meeting at which accounts are laid before the Company | 81,908,067 | 91.04 | 8,063,269 | 8.96 | 25,903 |
| 14 | To authorise the Audit Committee to determine the remuneration of the auditor | 89,801,798 | 99.90 | 91,178 | 0.10 | 104,263 |
| 15 | To renew the authority of the Directors to allot shares | 88,589,424 | 98.56 | 1,294,313 | 1.44 | 113,502 |
| 16* | To authorise the Directors to disapply pre-emption rights | 87,192,913 | 97.01 | 2,684,858 | 2.99 | 119,468 |
| 17* | To authorise the Directors to disapply pre-emption rights further for the purposes of financing an acquisition or other capital investment | 88,455,031 | 98.41 | 1,430,712 | 1.59 | 111,496 |
| 18* | To give the Directors authority to purchase the Company's shares | 89,809,079 | 99.92 | 67,540 | 0.08 | 120,620 |
| 19* | To permit that the holding of a general meeting, other than an Annual General Meeting, be called on not less than 14 clear days' notice | 88,327,566 | 98.25 | 1,573,270 | 1.75 | 96,403 |
| 20 | To approve the Company's new performance share plan | 79,834,391 | 88.87 | 9,995,857 | 11.13 | 166,991 |
| 21 | To approve the one-off retention arrangement for Michael Willome, Chief Executive Officer | 65,315,884 | 73.83 | 23,153,454 | 26.17 | 1,527,901 |
*Special Resolutions
The Board notes that, although approved and duly passed with a substantial majority, Resolution 21 (one-off retention arrangement for CEO) received less than the 80% level identified in the UK Corporate Governance Code. The Board engaged with a number of its major shareholders in advance of proposing the resolution and, in accordance with the Code, will now offer to undertake further engagement with shareholders regarding their views. An update on these discussions will be provided within six months of today's AGM.
Votes 'For' and 'Against' are expressed as a percentage of votes received. A vote 'withheld' is not a vote in law and is not counted in the calculation of the votes 'For' and 'Against' a resolution. The Company's issued share capital as at close of business on 18 June 2026, which was the voting record date for the meeting, was 163,997,629 ordinary shares and the number of votes per share is one. None of the Company's ordinary shares are held in treasury.
In compliance with paragraph 9.6.2R of the Listing Rules, copies of resolutions relating to the special business passed at the Meeting will be submitted for filing at the National Storage Mechanism and will be available for inspection on their website at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.