Result of AGM

THG PLC

21 June 2023

 

THG PLC

(the "Company")

21 June 2023

Results of Annual General Meeting

Following its annual general meeting ("AGM" or "Meeting") which was held today at 1:00 p.m., the Company is pleased to announce that all resolutions which were put to the Meeting were duly passed by the requisite majorities. Resolutions 1 to 15 were passed by the shareholders of the Company as ordinary resolutions and resolutions 16 to 19 were passed as special resolutions. All resolutions were voted on by poll.

Total votes received for each ordinary resolution and special resolution proposed at the AGM were as follows:

Resolution	*Votes For	%age of Votes Cast	Votes Against	%age of Votes Cast	Total Votes Cast	**%age of ISC Voted	***Votes Withheld
1.     To receive the Report & Accounts	822,877,460	99.81%	1,583,011	0.19%	824,460,471	63.45	2,684,663
2.     To approve the Directors' Remuneration Report (excluding the Directors' Remuneration Policy)	796,923,612	96.46%	29,288,261	3.54%	826,211,873	63.59	933,261
3.     To elect Sue Farr as a Director	800,014,255	96.99%	24,799,746	3.01%	824,814,001	63.48	2,331,133
4.     To elect Gillian Kent as a Director	799,965,055	97.02%	24,612,648	2.98%	824,577,703	63.46	2,567,431
5.     To elect Dean Moore as a Director	799,818,888	97.00%	24,763,911	3.00%	824,582,799	63.46	2,562,335
6.     To re-elect Charles Allen, Lord Allen of Kensington CBE, as a Director	769,737,775	93.90%	49,986,986	6.10%	819,724,761	63.09	7,420,373
7.     To re-elect John Gallemore as a Director	795,612,269	96.31%	30,478,277	3.69%	826,090,546	63.58	1,054,588
8.     To re-elect Edward Koopman as a Director	795,434,525	97.07%	24,004,350	2.93%	819,438,875	63.06	7,706,259
9.     To re-elect Iain McDonald as a Director	624,887,642	76.27%	194,459,200	23.73%	819,346,842	63.06	7,798,292
10.  To re-elect Matthew Moulding as a Director	790,668,169	95.65%	35,915,062	4.35%	826,583,231	63.61	561,903
11.  To re-elect Damian Sanders as a Director	801,814,933	97.24%	22,741,487	2.76%	824,556,420	63.46	2,588,714
12.  To re-appoint Ernst & Young LLP as auditor of the Company	820,879,758	99.51%	4,068,180	0.49%	824,947,938	63.49	2,197,196
13.  To authorise the Audit Committee to determine the auditor's remuneration	821,922,242	99.63%	3,027,728	0.37%	824,949,970	63.49	2,195,164
14.  To authorise the Directors to allot shares	787,042,861	95.21%	39,567,504	4.79%	826,610,365	63.62	534,769
15.  To authorise political donations	732,875,221	97.76%	16,805,582	2.24%	749,680,803	57.70	77,464,331
16.  To authorise the Directors to disapply statutory pre-emption rights	796,841,732	96.80%	26,331,115	3.20%	823,172,847	63.35	3,972,287
17.  To authorise the Directors to further disapply statutory pre-emption rights in connection with an acquisition or specified capital investment	796,107,353	96.70%	27,173,052	3.30%	823,280,405	63.36	3,864,729
18.  To authorise the Company to purchase its own shares	804,330,003	97.50%	20,593,242	2.50%	824,923,245	63.49	2,221,889
19.  To authorise a 14-day notice period for general meetings other than annual general meetings	818,062,552	99.16%	6,913,969	0.84%	824,976,521	63.49	2,168,613

*The votes of any proxy giving the Chair discretion as to how to vote have been included in the votes "For" a resolution.

**The total number of ordinary shares in issue (excluding treasury shares) and eligible to be voted at the AGM was 1,299,364,413.

***A vote withheld is not a vote in law and is not counted in the calculation of percentage of votes "For" or "Against" a resolution.

The Company notes that a significant number of votes were cast against resolution 9 relating to the re-election of Iain McDonald as a director of the Company. The Board takes seriously its responsibilities to represent the interests of shareholders and to uphold the highest standards of corporate governance and is open to constructive dialogue with shareholders and shareholder bodies. Accordingly, it will undertake a detailed review of any feedback received on this resolution to ensure it fully understands the reasons behind the voting result and to allow it to understand shareholders' concerns and will continue to engage with shareholders over the coming months as appropriate. Further, in line with the provisions of the UK Corporate Governance Code (July 2018), the Company will provide an update on the views received from shareholders and actions taken in response in no later than six months' time.

In accordance with Listing Rule 14.3.6R, a copy of all resolutions, other than resolutions concerning ordinary business, will be submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism. A copy of the poll results for the AGM will also be available shortly on the Company's website at https://www.thg.com/investor-relations/annual-general-meeting-documents.

If you require further information, please contact:

James Pochin
General Counsel & Company Secretary         
THG PLC
Telephone No.: 020 7250 1446

 

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