Results of AGM

LEI: 213800ZBKL9BHSL2K459

27 May 2021

OSB GROUP PLC

(the ‘ Company ’ )

Results of Annual General Meeting (AGM)

Results of AGM

Results of the proxy voting for the 2021 AGM held on Thursday, 27 May 2021.

All resolutions were passed by the requisite majority on a poll; resolutions 1 to 11 as ordinary resolutions and resolutions 12 to 16 as special resolutions.

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 with h eld
1	To receive the Accounts and the Reports	381,541,292	99.99%	37,578	0.01%	381,578,870	85.10	345,831
2	To approve the Remuneration Report	379,171,085	99.28%	2,750,405	0.72%	381,921,490	85.17	3,211
3	To approve the Remuneration Policy	380,816,449	99.98%	65,570	0.02%	380,882,019	84.94	1,025,114
4	To authorise the higher variable remuneration cap	380,926,353	100.00%	15,797	0.00%	380,942,150	84.95	825,180
5	To declare a dividend	381,924,701	100.00%	0	0.00%	381,924,701	85.17	0
6(a)	To re-elect John Graham Allatt	381,688,873	99.94%	235,463	0.06%	381,924,336	85.17	365
6(b)	To re-elect Elizabeth Noël Harwerth	381,702,933	99.94%	221,490	0.06%	381,924,423	85.17	278
6(c)	To re-elect Sarah Hedger	381,921,396	100.00%	2,940	0.00%	381,924,336	85.17	365
6(d)	To elect Rajan Kapoor	381,921,396	100.00%	3,027	0.00%	381,924,423	85.17	278
6(e)	To re-elect Mary McNamara	381,921,936	100.00%	2,400	0.00%	381,924,336	85.17	365
6(f)	To re-elect David Weymouth	381,488,321	99.89%	436,015	0.11%	381,924,336	85.17	365
6(g)	To re-elect Andrew Golding	381,920,028	100.00%	4,308	0.00%	381,924,336	85.17	365
6(h)	To re-elect April Talintyre	381,468,888	99.88%	455,448	0.12%	381,924,336	85.17	365
7	To re-appoint Deloitte LLP as Auditor	381,828,414	99.97%	95,528	0.03%	381,923,942	85.17	759
8	To give authority to the Group Audit Committee to agree the Auditor’s remuneration	381,831,079	99.98%	92,464	0.02%	381,923,543	85.17	1,158
9	To give authority to make political donations	369,091,583	96.64%	12,832,340	3.36%	381,923,923	85.17	778
10	To give authority to allot shares (general authority)	376,936,453	98.69%	4,984,485	1.31%	381,920,938	85.17	3,763
11	To give authority to allot shares (in relation to Regulatory Capital Convertible Instruments)	381,915,297	100.00%	5,641	0.00%	381,920,938	85.17	3,763
Special Resolutions
12	To give authority to disapply pre-emption rights (general authority)	378,869,756	99.20%	3,051,912	0.80%	381,921,668	85.17	3,033
13	To give authority to disapply pre-emption rights (acquisitions and specified capital investments)	370,426,319	96.99%	11,495,349	3.01%	381,921,668	85.17	3,033
14	To give authority to disapply pre-emption rights (in relation to Regulatory Capital Convertible Instruments)	377,966,363	98.96%	3,955,305	1.04%	381,921,668	85.17	3,033
15	To give authority to purchase own shares	380,635,417	99.75%	949,387	0.25%	381,584,804	85.10	339,897
16	To authorise the convening of a general meeting other than an AGM on not less than 14 clear days’ notice	376,568,306	98.60%	5,356,395	1.40%	381,924,701	85.17	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 448,407,395 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

Enquiries:

OSB GROUP PLC

Nickesha Graham-Burrell

Group Head of Company Secretariat

t: 01634 835 796

Investor relations

Email: [e-mail]                                 t: 01634 838 973

Brunswick Group

Robin Wrench/Simone Selzer

t: 020 7404 5959

Notes to Editors

About OSB GROUP 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. On 30 November 2020, OSB GROUP PLC became the listed entity and holding company for the OSB Group. The Group provides specialist lending and retail savings and is authorised by the Prudential Regulation Authority, part of the Bank of England, and regulated by the Financial Conduct Authority and Prudential Regulation Authority. The Group reports under two segments, OneSavings Bank and Charter Court Financial Services.