Result of AGM
Zotefoams plc announced that all resolutions were passed at its Annual General Meeting on May 27, 2026, with 54.80% of the issued share capital represented by 27,207,906 ordinary shares. Key resolutions included the approval of the 2025 annual report, the new directors' remuneration policy with 93.63% for, and the declaration of a final dividend of 5.35 pence per ordinary share. Directors were re-elected with strong support, and the re-appointment of PKF Littlejohn LLP as auditor also passed with 99.99% of votes cast. Amendments to the company's Long Term Incentive Plan, Deferred Bonus Share Plan, and Approved Share Option Plan were also approved.
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27 May 2026 - The Company announces that at its Annual General Meeting held on 27 May 2026 at its offices at 675 Mitcham Road, Croydon CR9 3AL, all of the resolutions tabled at the meeting were passed on a poll vote. Resolutions 1 to 14 inclusive and Resolutions 18, 19 and 20 were passed as ordinary resolutions and resolutions 15, 16, 17 and 21 were passed as special resolutions.
The total number of ordinary shares in issue in relation to the AGM is 49,646,234. Votes were cast by shareholders in respect of 27,207,906 ordinary shares amounting to 54.80% of the issued share capital.
The votes cast* were recorded as follows:
| Resolution | For | % of votes cast | Against | % of votes cast | Votes Withheld | |
|---|---|---|---|---|---|---|
| 1. | To receive the annual report of the Company for the financial year ended 31 December 2025 (the "Annual Report"). | 27,133,383 | 100.00% | 300 | 0.00% | 75,640 |
| 2. | To approve the new remuneration policy of the directors of the Company (the "Directors" or the "Board") set out on page 91 of the Annual Report. | 25,096,420 | 93.63% | 1,707,213 | 6.37% | 405,690 |
| 3. | To approve the Directors' report on remuneration for the financial year ended 31 December 2025 set out on page 91 of the Annual Report. | 26,068,933 | 95.92% | 1,110,256 | 4.08% | 30,134 |
| 4. | To declare a final dividend for the year ended 31 December 2025 of 5.35 pence per ordinary share, such dividend to be payable on 1 June 2026 to shareholders on the register of members of the Company at the close of business on 1 May 2026. | 27,207,606 | 100.00% | 300 | 0.00% | 1,417 |
| 5. | To re-elect L Drummond as a director of the Company. | 25,106,209 | 92.29% | 2,097,800 | 7.71% | 5,314 |
| 6. | To re-elect R M Cox as a director of the Company. | 27,202,640 | 99.99% | 2,021 | 0.01% | 4,662 |
| 7. | To re-elect J D Carling as a director of the Company. | 26,822,395 | 98.60% | 381,614 | 1.40% | 5,314 |
| 8. | To re-elect M S Swift as a director of the Company. | 25,844,946 | 95.00% | 1,359,001 | 5.00% | 5,376 |
| 9. | To re-elect C A Wall as a director of the Company. | 26,942,892 | 99.04% | 261,055 | 0.96% | 5,376 |
| 10. | To elect N Wright as a director of the Company. | 27,201,258 | 99.99% | 2,052 | 0.01% | 6,013 |
| 11. | To elect J Clarke as a director of the Company. | 27,192,881 | 99.96% | 10,399 | 0.04% | 6,043 |
| 12. | That PKF Littlejohn LLP be and is hereby re-appointed as Auditor of the Company to hold office from the conclusion of the AGM until the conclusion of the next general meeting at which accounts are laid before the Company. | 27,080,836 | 99.99% | 2,598 | 0.01% | 125,889 |
| 13. | To authorise the Audit Committee to determine the Auditor's remuneration. | 27,204,145 | 99.99% | 2,702 | 0.01% | 2,476 |
| 14. | To authorise the Directors to allot shares and grant rights to subscribe for or convert securities up to specified limits pursuant to Section 551 of the Companies Act 2006, in substitution for previous authorities. | 24,581,000 | 90.43% | 2,599,938 | 9.57% | 28,385 |
| 15. | Subject to the passing of resolution 14, to authorise the Directors to disapply pre-emption rights on the allotment of equity securities and sale of treasury shares for cash, within specified limits. | 25,788,516 | 94.88% | 1,391,704 | 5.12% | 29,103 |
| 16. | Subject to the passing of resolution 14, to authorise the Directors to disapply pre-emption rights for certain acquisitions or capital investments and related follow-on offers, within specified limits. | 25,775,070 | 94.83% | 1,404,929 | 5.17% | 29,324 |
| 17. | That the Company be and is hereby unconditionally and generally authorised for the purposes of Section 701 of the Act to make market purchases. | 27,161,930 | 99.97% | 7,224 | 0.03% | 40,169 |
| 18. | That the amendments to the Zotefoams plc Long Term Incentive Plan 2017 ('2017 LTIP') be approved. | 25,725,514 | 94.66% | 1,452,022 | 5.34% | 31,787 |
| 19. | That the amendments to the Zotefoams plc Deferred Bonus Share Plan 2017 ('2017 DBSP') be approved. | 25,950,310 | 95.48% | 1,227,226 | 4.52% | 31,787 |
| 20. | That the amendments to the Zotefoams plc Approved Share Option Plan 2018 ("ASOP") be approved. | 27,069,674 | 99.53% | 127,430 | 0.47% | 12,219 |
| 21. | That a general meeting other than an AGM may be called on not less than 14 clear days' notice. | 26,721,081 | 98.21% | 485,792 | 1.79% | 2,450 |
* Total votes cast excludes votes withheld as a vote withheld is not a vote in law.
Further details of the resolutions (including the text of the resolutions) are given in the Notice of the 2026 Annual General Meeting, which is on page 179 of the 2025 Annual Report and which is also available on the Company's website.
Pursuant to Listing Rule 6.4, the Company also confirms that a copy of all relevant resolutions passed at its AGM will shortly be made available for public inspection via the National Storage Mechanism.
Emma Woollard
Group General Counsel and Company Secretary
Zotefoams plc
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