Result of AGM

LEI: 213800WTQKOQI8ELD692

7 May 2020

OneSavings Bank plc

(the ‘Company’)

Results of Annual General Meeting (AGM)

Results of AGM

Results of the proxy voting for the 2020 AGM held on Thursday, 7 May 2020.

All resolutions were passed by the requisite majority on a poll; resolutions 1 to 3 and 6 to 11 as ordinary resolutions, resolutions 4 and 12 to 16 as special resolutions. Resolution 5 was withdrawn due to the unprecedented circumstances relating to COVID-19.

The following proxy votes were cast in respect of the AGM resolutions:

Ordinary Resolutions		Total votes For	%	Total votes Against	%	Total votes cast	% of issued share capital	Votes withheld
1	To receive the Accounts and the Reports	384,135,615	99.99%	41,772	0.01%	384,177,387	86.10%	1,236,514
2	To approve the Remuneration Report	346,107,741	89.80%	39,302,760	10.20%	385,410,501	86.38%	3,400
3	To approve the Remuneration Policy	362,457,659	94.37%	21,608,346	5.63%	384,066,005	86.07%	927,854
4	To authorise the higher variable remuneration cap	381,448,385	99.99%	35,035	0.01%	381,483,420	85.50%	3,151,289
5	To declare a dividend (WITHDRAWN)	n/a	n/a	n/a	n/a	n/a	n/a	n/a
6(a)	To elect Noël Harwerth	384,888,777	99.86%	524,847	0.14%	385,413,624	86.38%	278
6(b)	To elect Rajan Kapoor	384,881,845	99.86%	522,809	0.14%	385,404,654	86.37%	9,248
6(c)	To re-elect David Weymouth	383,905,330	99.84%	619,909	0.16%	384,525,239	86.18%	888,663
6(d)	To re-elect John Graham Allatt	384,760,360	99.83%	653,264	0.17%	385,413,624	86.38%	278
6(e)	To re-elect Sarah Hedger	384,890,609	99.86%	523,015	0.14%	385,413,624	86.38%	278
6(f)	To re-elect Mary McNamara	373,777,991	96.98%	11,635,632	3.02%	385,413,623	86.38%	278
6(g)	To re-elect Andrew Golding	384,889,138	99.86%	524,486	0.14%	385,413,624	86.38%	278
6(h)	To re-elect April Talintyre	384,454,176	99.75%	959,448	0.25%	385,413,624	86.38%	278
7	To re-appoint Deloitte LLP as Auditor	385,386,642	99.99%	26,400	0.01%	385,413,042	86.38%	860
8	To give authority to the Group Audit Committee to agree the Auditor’s remuneration	385,408,687	100.00%	3,355	0.00%	385,412,042	86.38%	1,860
9	To give authority to make political donations	372,983,610	96.78%	12,428,792	3.22%	385,412,402	86.38%	1,500
10	To give authority to allot shares (general authority)	381,519,810	98.99%	3,891,237	1.01%	385,411,047	86.38%	2,855
11	To give authority to allot shares (in relation to Regulatory Capital Convertible Instruments)	383,406,983	99.48%	2,004,064	0.52%	385,411,047	86.38%	2,855
Special Resolutions
12	To give authority to disapply pre-emption rights (general authority)	380,244,752	98.66%	5,166,195	1.34%	385,410,947	86.38%	2,955
13	To give authority to disapply pre-emption rights (acquisitions and specified capital investments)	382,219,507	99.17%	3,191,440	0.83%	385,410,947	86.38%	2,955
14	To give authority to disapply pre-emption rights (in relation to Regulatory Capital Convertible Instruments)	381,265,556	98.92%	4,145,390	1.08%	385,410,946	86.38%	2,955
15	To give authority to purchase own shares	384,400,216	99.76%	934,008	0.24%	385,334,224	86.36%	79,677
16	To authorise the convening of a general meeting other than an AGM on not less than 14 clear days’ notice	379,597,153	98.49%	5,816,749	1.51%	385,413,902	86.38%	0

NOTES:
1. ‘Total Votes For’ include votes recorded as at the discretion of the appointed proxy.
2. The ‘vote withheld’ option was provided to enable shareholders to refrain from voting on any particular resolution. A vote withheld is not a vote in law and has not been counted in the calculation of the proportion of the vote ‘For’ and ‘Against’ a resolution.
3. At the date of the AGM the issued share capital of the Company was 446,201,467 ordinary shares.
4. The full text of the resolutions is detailed in the Notice of Meeting to be found on the Company website https://www.osb.co.uk/investors/shareholder-services/agm-information/

Copies of the special business resolutions passed at the AGM have been submitted to the UK Listing Authority, and will shortly be available for inspection at the UK Listing Authority’s National Storage Mechanism which is located at https://data.fca.org.uk/#/nsm/nationalstoragemechanism

Board Changes

Tim Brooke, Margaret Hassall and Ian Ward left the Board at the conclusion of the AGM.

Enquiries:

OneSavings Bank plc

Nickesha Graham-Burrell

Head of Company Secretariat

t: 01634 835 796

Brunswick Group

Robin Wrench/Simone Selzer

t: 020 7404 5959

Notes to Editors

About OneSavings Bank plc
OneSavings Bank plc (OSB) began trading as a bank on 1 February 2011 and was admitted to the main market of the London Stock Exchange in June 2014 (OSB.L). OSB joined the FTSE 250 index in June 2015. On 4 October 2019, OSB acquired Charter Court Financial Services Group plc (CCFS) and its subsidiary businesses. OSB is a specialist lending and retail savings Group authorised by the Prudential Regulation Authority, part of the Bank of England, and regulated by the Financial Conduct Authority and Prudential Regulation Authority.

OneSavings Bank

OSB primarily targets market sub-sectors that offer high growth potential and attractive risk-adjusted returns in which it can take a leading position and where it has established expertise, platforms and capabilities. These include private rented sector Buy-to-Let, commercial and semi-commercial mortgages, residential development finance, bespoke and specialist residential lending, secured funding lines and asset finance.

OSB originates mortgages organically via specialist brokers and independent financial advisers through its specialist brands including Kent Reliance for Intermediaries, InterBay Commercial and Prestige Finance. It is differentiated through its use of highly skilled, bespoke underwriting and efficient operating model.

OSB is predominantly funded by retail savings originated through the long-established Kent Reliance name, which includes online and postal channels as well as a network of branches in the South East of England. Diversification of funding is currently provided by securitisation programmes, the Term Funding Scheme and the Bank of England Indexed Long-Term Repo operation.

Charter Court Financial Services Group

CCFS focuses on providing Buy-to-Let and specialist residential mortgages, mortgage servicing, administration and credit consultancy and retail savings products. It operates through its three brands – Precise Mortgages, Exact Mortgage Experts and Charter Savings Bank.

It is differentiated through risk management expertise and best-of-breed automated technology and systems, ensuring efficient processing, strong credit and collateral risk control and speed of product development and innovation. These factors have enabled strong balance sheet growth whilst maintaining high credit quality mortgage assets.

CCFS is predominantly funded by retail savings originated through its Charter Savings Bank brand. Diversification of funding is currently provided by securitisation programmes, the Term Funding Scheme and the Bank of England Indexed Long-Term Repo operation.