AGM Statement

Hays PLC

15 November 2023

 

HAYS PLC

ANNUAL GENERAL MEETING 2023

RESULTS OF THE POLL

Hays plc (the "Company") announces the results of the voting by poll on the resolutions put to its Annual General Meeting ("AGM") held at 12:00pm today, Wednesday 15 November 2023. The full text of the resolutions proposed at the AGM is included in the Notice of AGM published on 2 October 2023, which is available on the Company's website at: www.haysplc.com/investors/shareholder-services/agm.

Resolutions 1 to 18 were passed as ordinary resolutions and resolutions 19 to 21 were passed as special resolutions.

The table below shows the votes cast on each resolution.

Resolution	Votes For	%	Votes Against	%	Votes Total	% of ISC Votes	Votes Withheld
1. To receive the Directors' and Auditors' Reports and the financial statements for the year ended 30 June 2023	1,401,748,607	100.00	59,483	0.00	1,401,808,090	88.41%	1,002,059
2. To approve the Directors' Remuneration Report	1,386,619,784	98.86	15,993,637	1.14	1,402,613,421	88.46%	196,728
3. To approve the Directors' Remuneration Policy	1,307,126,011	93.20	95,392,505	6.80	1,402,518,516	88.45%	291,633
4. To declare a final dividend	1,400,599,234	99.85	2,040,886	0.15	1,402,640,120	88.46%	168,757
5. To declare a special dividend	1,400,619,085	99.85	2,052,617	0.15	1,402,671,702	88.46%	137,175
6. To elect Dirk Hahn as a director of the Company	1,402,507,798	99.99	70,225	0.01	1,402,578,023	88.46%	230,854
7. To elect Zarin Patel as a director of the Company	1,402,242,192	99.98	249,170	0.02	1,402,491,362	88.45%	317,515
8. To re-elect James Hilton as a director of the Company	1,402,059,167	99.96	534,378	0.04	1,402,593,545	88.46%	215,332
9. To re-elect Joe Hurd as a director of the Company	1,350,640,908	96.31	51,782,137	3.69	1,402,423,045	88.45%	385,832
10. To re-elect Andrew Martin as a director of the Company	1,386,754,033	98.96	14,538,464	1.04	1,401,292,497	88.37%	1,516,380
11. To re-elect Cheryl Millington as a director of the Company	1,350,339,305	96.28	52,106,783	3.72	1,402,446,088	88.45%	362,789
12. To re-elect Susan Murray as a director of the Company	1,349,533,063	96.41	50,304,155	3.59	1,399,837,218	88.28%	2,971,659
13. To re-elect MT Rainey as a director of the Company	1,398,549,850	99.72	3,900,458	0.28	1,402,450,308	88.45%	358,569
14. To re-elect Peter Williams as a director of the Company	1,402,341,420	99.99	106,517	0.01	1,402,447,937	88.45%	360,940
15. To re-appoint PricewaterhouseCoopers LLP as Auditor of the Company	1,120,730,710	99.69	3,505,418	0.31	1,124,236,128	70.90%	278,572,749
16. To authorise the Audit Committee to determine the Auditor's remuneration	1,124,158,894	99.98	206,904	0.02	1,124,365,798	70.91%	278,443,079
17. To authorise the Company to make political donations	1,359,971,198	96.97	42,559,366	3.03	1,402,530,564	88.45%	277,313
18. To authorise the directors to allot Ordinary shares in the Company	1,059,471,354	75.71	339,863,875	24.29	1,399,335,229	88.25%	3,473,648
19. To authorise the directors to disapply pre-emption rights*	1,068,677,751	76.20	333,768,013	23.80	1,402,445,764	88.45%	363,113
20. To authorise the Company to purchase its own shares*	1,399,052,393	99.76	3,434,559	0.24	1,402,486,952	88.45%	321,925
21. To authorise the calling of a general meeting with 14 clear days' notice*	1,332,016,969	94.96	70,632,119	5.04	1,402,649,088	88.46%	159,789

Special resolutions are indicated by an asterisk.

The Board notes that over 20% of votes cast were against the Board's recommendations in respect of resolutions 18 and 19. As explained in the notice of meeting, the Directors have no present intention to exercise the share capital authorities reflected in these resolutions, which provide appropriate flexibility in line with investor body guidelines. The Board will continue to engage with shareholders in respect of resolutions 18 and 19 to ensure their views are understood. In accordance with provision 4 of the UK Corporate Governance Code, the Board will provide an update on this engagement within 6 months of the AGM, as well as a final summary in the Company's 2024 Annual Report.

The issued share capital (ISC) at the close of business on 13 November 2023 was 1,600,433,092 (1,585,630,748

excluding shares held in Treasury). The 'For' vote includes those giving the Chairman discretion. Votes withheld are not votes in law and therefore have not been counted in the calculation of the percentage of votes for or against a resolution.

The full text of each of the resolutions is set out in the Notice of AGM, which is available at www.haysplc.com/investors/shareholder-services/agm In accordance with UK Listing Rule 9.6.2R, copies of the resolutions, other than those concerning ordinary business, passed at the AGM will be submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism

Hannah Shepherd

Deputy Company Secretary

15 November 2023

 

END