Result of AGM
Warpaint London PLC announced that all resolutions were passed at its Annual General Meeting, including the approval of waivers from the Takeover Panel regarding Rule 9 of the Takeover Code. Specifically, resolutions 19 and 20, concerning waivers for market purchases and option exercises by the Concert Party, were approved by independent shareholders with 92.14% and 92.12% of votes in favour, respectively. The company also confirmed that following these events, the Concert Party's aggregate interest in voting rights will increase to approximately 44.25%. All directors were re-elected, the auditor BDO was re-appointed, and a final dividend of 9p per share was declared.
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Warpaint London PLC (AIM: W7L), the specialist supplier of high quality colour cosmetics and personal care brands at an affordable price, is pleased to announce that all resolutions were passed at the Annual General Meeting ("AGM") of the Company held earlier today.
Summary of AGM business
In addition to the ordinary business conducted at the AGM, shareholders were asked to consider resolutions relating to the approval of waivers granted by the Panel on Takeovers and Mergers (the "Takeover Panel") in relation to Rule 9 of the Takeover Code.
Voting summary
The proxy votes received from shareholders in respect of each resolution are set out below. The full details of the resolutions can be found in the Notice of AGM available on the Company's website at: https://www.warpaintlondonplc.com/investors/documents-sent-to-shareholders.
Further to the announcement made earlier today, resolution 7, to re-elect Paul Hagon as a director, was withdrawn.
| Resolution | Votes for | % | Votes against | % | Votes withheld |
|---|---|---|---|---|---|
| 1 - To receive the 2025 Annual Report | 58,417,910 | 100.00 | 898 | 0.00 | 4,882 |
| 2 - To approve the director's remuneration report | 57,327,152 | 99.38 | 356,446 | 0.62 | 740,092 |
| 3 - To re-elect Sam Bazini as a director | 58,384,068 | 99.96 | 21,298 | 0.04 | 18,324 |
| 4 - To re-elect Sally Craig as a director | 58,065,349 | 99.43 | 334,953 | 0.57 | 23,388 |
| 5 - To re-elect Sharon Daly as a director | 58,386,882 | 99.98 | 13,420 | 0.02 | 23,388 |
| 6 - To re-elect Clive Garston as a director | 58,052,113 | 99.38 | 361,216 | 0.62 | 10,361 |
| 8 - To re-elect Eoin Macleod as a director | 58,058,710 | 99.41 | 344,376 | 0.59 | 20,604 |
| 9 - To re-elect Neil Rodol as a director | 58,054,736 | 99.41 | 346,030 | 0.59 | 22,924 |
| 10 - To re-elect Keith Sadler as a director | 58,372,147 | 99.96 | 21,870 | 0.04 | 29,673 |
| 11 - To re-elect Indira Thambiah as a director | 58,053,157 | 99.39 | 359,179 | 0.61 | 11,354 |
| 12 - To re-appoint BDO as auditor | 58,405,748 | 99.99 | 8,675 | 0.01 | 9,267 |
| 13 - Auditors remuneration | 58,392,809 | 99.95 | 28,781 | 0.05 | 2,100 |
| 14 - To declare a final dividend of 9p per share | 58,404,742 | 99.97 | 17,155 | 0.03 | 1,793 |
| 15 - Directors' authority to allot shares | 58,336,578 | 99.86 | 80,383 | 0.14 | 6,729 |
| 16 - Disapplication of pre-emption rights | 58,223,289 | 99.68 | 186,676 | 0.32 | 13,725 |
| 17 - Additional disapplication of pre-emption rights | 56,273,931 | 96.34 | 2,137,639 | 3.66 | 12,120 |
| 18 - Authority to purchase shares | 58,388,584 | 99.95 | 30,622 | 0.05 | 4,484 |
| 19 - To approve the waiver by the Takeover Panel of any obligation which might arise on the Concert Party to make a general offer as a result of market purchases of ordinary shares | 24,250,116 | 92.14 | 2,069,448 | 7.86 | 32,104,126 |
| 20 - To approve the waiver by the Takeover Panel of any obligation which might arise on the Concert Party to make a general offer as a result of the exercise of New Concert Party Options | 24,246,823 | 92.12 | 2,072,741 | 7.88 | 32,104,126 |
In accordance with the terms of the Panel Waivers, only the Independent Shareholders were entitled to vote on the Waiver Resolutions (being resolutions 19 and 20 above) and votes on these resolutions were taken by poll. Therefore, any votes by any members of the Concert Party in respect of the Waiver Resolutions were not taken into account.
The result of the poll on the Waiver Resolutions was as follows:
| Resolution | Votes for | % | Votes against | % | Votes withheld |
|---|---|---|---|---|---|
| 19 - To approve the waiver by the Takeover Panel of any obligation which might arise on the Concert Party to make a general offer as a result of market purchases of ordinary shares | 24,250,316 | 92.14 | 2,069,448 | 7.86 | 32,104,126 |
| 20 - To approve the waiver by the Takeover Panel of any obligation which might arise on the Concert Party to make a general offer as a result of the exercise of New Concert Party Options | 24,247,023 | 92.12 | 2,072,741 | 7.88 | 32,104,126 |
Neville Registrars was appointed as the scrutineer for vote-taking at the Annual General Meeting. All other resolutions were passed by a show of hands. Votes withheld are not votes in law and therefore have not been counted in the calculation of the proportion of the votes for and against any resolution.
In accordance with Appendix 1 of the Takeover Code the Company confirms that assuming full utilisation of the Share Buyback Authority (granted under resolution 18) and full exercise of the New Concert Party Options (being new options over Ordinary Shares to be granted under the Company's enterprise management incentive scheme rules to Neil Rodol), and assuming no other changes to the issued share capital of the Company occur, Neil Rodol (being a member of the Concert Party) will hold approximately 0.3% of the total voting rights in the Company and the Concert Party's aggregate interest will increase to approximately 44.25 per cent. of the Company's total voting rights. Following the passing of the Waiver Resolutions, Neil Rodol and the Concert Party have been granted waivers of Rule 9 of the Takeover Code by the Takeover Panel in respect of these increases in their interests in Ordinary Shares in the Company.
Unless otherwise defined herein, capitalised terms used in this announcement shall have the same meanings as defined in the circular published by the Company on 22 May 2026.
| Shore Capital (Nominated Adviser & Joint Broker) Patrick Castle, Daniel Bush, Lucy Bowden - Corporate Advisory Fiona Conroy - Corporate Broking | 020 7408 4090 |
| Berenberg (Joint Broker) Clayton Bush, Alix Mecklenburg-Solodkoff, Alex Wright | 020 3207 7800 |
| IFC Advisory (Financial PR & IR) Tim Metcalfe, Graham Herring, Florence Staton | 020 3934 6632 |
Warpaint London PLC
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