Result of AGM
At Uniphar plc's Annual General Meeting, all resolutions were passed except for Resolution 7, which concerned the dis-application of pre-emption rights in additional circumstances, failing to gain sufficient shareholder support with 66.71% voting for and 33.29% against. Resolutions for the financial statements, a final dividend of €3.4 million, and the re-election of most directors, including Ger Rabbette (99.57% for) and Jim Gaul (92.32% for), were approved. The remuneration of auditors passed with 85.17% approval, and authority to allot securities and dis-apply pre-emption rights in specified circumstances received 80.66% and 99.63% support respectively. The company will engage with shareholders to understand the reasons for the vote against Resolution 7.
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| Dublin, London | 7 May 2026 |
Uniphar plc (the Company) announces that at its Annual General Meeting ("AGM") held at 11.00 a.m. today, 7 May 2026, each of the resolutions set out in the Notice of Annual General Meeting circulated to shareholders and made available on the Company's website, www.uniphar.ie, were duly passed without amendment, with the exception of Resolution 7 which was not passed.
Details of votes cast are set out below:
| RESOLUTION | For | For % | Against | Against % | Withheld | |
|---|---|---|---|---|---|---|
| 1 | Financial Statements and Reports | 155,801,328 | 100.00% | - | 0.00% | 65,198 |
| 2 | Final Dividend of €3.4m | 155,862,330 | 100.00% | 4,196 | 0.00% | - |
| 3(a) | Re-elect Ger Rabbette | 155,170,281 | 99.57% | 662,597 | 0.43% | 33,648 |
| 3(b) | Re-elect Tim Dolphin | 155,132,752 | 99.55% | 700,126 | 0.45% | 33,648 |
| 3(c) | Re-elect Paul Hogan | 154,475,082 | 99.11% | 1,391,444 | 0.89% | - |
| 3(d) | Re-elect Sue Webb | 153,396,166 | 98.44% | 2,436,712 | 1.56% | 33,648 |
| 3(e) | Re-elect Jim Gaul | 143,860,681 | 92.32% | 11,972,197 | 7.68% | 33,648 |
| 3(f) | Re-elect Liz Hoctor | 155,516,769 | 99.78% | 349,757 | 0.22% | - |
| 3(g) | Re-elect Maurice Pratt | 149,269,506 | 95.78% | 6,569,125 | 4.22% | - |
| 3(h) | Re-elect Valerie Sick | 154,441,434 | 99.11% | 1,391,444 | 0.89% | 33,648 |
| 4 | Remuneration of Auditors | 132,756,119 | 85.17% | 23,109,607 | 14.83% | 800 |
| 5 | Authority to allot relevant securities | 125,718,359 | 80.66% | 30,148,167 | 19.34% | - |
| 6 | Disapplication of pre- emption rights in specified circumstances | 155,282,158 | 99.63% | 583,568 | 0.37% | 800 |
| 7 | Disapplication of pre- emption rights in additional Circumstances* | 103,983,762 | 66.71% | 51,882,764 | 33.29% | - |
| 8 | Authorise market purchases of the Company's Ordinary Shares | 155,455,359 | 100.00% | - | 0.00% | 411,167 |
| 9 | Re-issuance of Treasury Shares | 155,866,526 | 100.00% | - | 0.00% | - |
*The Board notes that Resolution 7, relating to the dis-application of pre-emption rights in certain additional circumstances, was not passed at the AGM. Resolution 7 was proposed on terms consistent with the Statement of Principles on Disapplying Pre-emption Rights published by the Pre-emption Group in November 2022 (the "Statement of Principles") and the Directors believe that this resolution is appropriate in order to maintain flexibility to allot additional securities within the circumstances contemplated by the terms of the resolution and the Statement of Principles. In accordance with provision 4 of the UK Corporate Governance Code (the "Code"), the Board confirms that it will engage with shareholders to understand and discuss the reasons behind the votes received against this resolution. An update on the views received from shareholders and actions taken will be provided within six months of the Annual General Meeting, in accordance with the Code.
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