AGM Voting Results

28 May 2020

Bodycote plc - Resolutions passed at the Annual General Meeting

Bodycote plc announces that all resolutions proposed at its Annual General Meeting held at 12 pm on 28 May 2020 were passed on a show of hands.

Details of proxy voting instructions, lodged prior to the Meeting are set out below:

Resolution	For (number of votes)	Discretion (number of votes)	Against (number of votes)	Abstention (number of votes)
Ordinary Resolutions
1. To receive the annual report	159,934,020	45,154	466,253	1,473,395
Re-election of directors
2. To re-elect Mrs A.C. Quinn	160,327,221	48,048	220,064	1,323,489
3. To re-elect Mr. S.C. Harris	161,661,161	45,154	208,437	4,071
4. To re-elect Ms E. Lindqvist	159,488,969	48,048	2,380,565	1,241
5. To re-elect Mr. I.B. Duncan	157,228,385	45,154	4,643,592	1,691
6. To re-elect Mr. D. Yates	161,585,735	45,154	286,693	1,241
7. To re-elect Mr. P. Larmon	161,668,312	45,154	204,116	1,241
8. To re-elect Ms. L. Chahbazi	161,662,038	45,154	209,940	1,691
9. To re-appoint the auditors	161,870,278	45,154	3,214	177
10. To authorise the directors to fix auditor’s   remuneration	161,866,030	48,048	4,745	0
11. To approve the report on remuneration	120,101,853	48,498	41,753,660	14,812
Special resolutions
12. To renew authority to allot shares	161,029,049	48,048	839,566	2,160
13. To renew authority for disapplication of pre-   emption rights in respect of 5% of issued share   capital	161,840,263	48,048	23,631	6,881
14. To renew authority for disapplication of pre-   emption rights for an additional 5% of issued share   capital	160,039,610	48,048	1,829,004	2,160
15. To renew authority to buy own shares	159,925,655	48,048	1,922,956	22,163
16. To authorise general meetings 14 days’ notice	158,876,729	45,454	2,989,948	6,692
17. Dividend waivers	161,537,177	45,523	18,629	317,494

The number of ordinary shares in issue on 28 May 2020 was 191,456,172.  A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes validly cast.

All resolutions presented to shareholders at today’s Annual General Meeting were passed with a majority of votes.  However, the Board recognises that some shareholders opposed resolution 11 (the approval of the directors’ annual report on remuneration).  While the Board is pleased that resolution 11 has received shareholder approval, it also acknowledges the views of the shareholders who opposed the resolution.  The principal concern being in respect of the CEO’s 2020 salary increase.  We contacted our major shareholders before the Annual General Meeting to offer to discuss their views on this matter.  We will continue to engage with our shareholders to ensure views are fully understood and report back within six months.

A copy of the Resolutions passed as Special Business at the Annual General Meeting is being submitted to the UK Listing Authority and will shortly be available for inspection at the FCA Electronic Submission System, which is situated at https://data.fca.org.uk/#/nsm/nationalstoragemechanism

U. Ball, Group Company Secretary, Bodycote plc

Tel:  [phone]