11.05.2023 18:50:22

Result of AGM

LEI: 213800ZBKL9BHSL2K459

11 May 2023

OSB GROUP PLC

(the Company)

Results of Annual General Meeting (AGM) and Board Changes

Results of AGM

Results of the proxy voting for the 2023 AGM held on Thursday, 11 May 2023.

All resolutions were passed by the requisite majority on a poll; resolutions 1 to 9 as ordinary resolutions and resolutions 10 to 14 as special resolutions.

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

Ordinary ResolutionsTotal votes For%Total votes Against%Total votes cast % of issued share capitalVotes withheld
      1To receive the Accounts and the Reports374,517,798100.00%5,9480.00%374,523,74687.92319,731
      2To approve the Remuneration Report*300,592,87580.19%74,244,35819.81%374,837,23387.996,244
      3To declare a final dividend374,840,673100.00%1720.00%374,840,84587.992,632
      4(a)To elect Kal Atwal374,661,32699.95%176,9080.05%374,838,23487.995,243
      4(b)To re-elect Elizabeth Noël Harwerth362,380,30096.68%12,458,7673.32%374,839,06787.994,410
      4(c)To re-elect Sarah Hedger362,380,30096.68%12,458,7673.32%374,839,06787.994,410
      4(d)To re-elect Rajan Kapoor362,659,05896.75%12,180,0093.25%374,839,06787.994,410
      4(e)To re-elect Simon Walker374,557,26999.92%281,7980.08%374,839,06787.994,410
      4(f)To re-elect David Weymouth355,412,51194.82%19,426,5565.18%374,839,06787.994,410
      4(g)To re-elect Andrew Golding374,825,481100.00%13,5860.00%374,839,06787.994,410
      4(h)To re-elect April Talintyre372,549,56799.39%2,289,5000.61%374,839,06787.994,410
      5To re-appoint Deloitte LLP as Auditor374,681,99499.96%156,6790.04%374,838,67387.994,804
      6To give authority to the Group Audit Committee to agree the Auditor’s remuneration373,137,33099.55%1,700,1820.45%374,837,51287.995,965
      7To give authority to make political donations367,772,18898.35%6,167,0571.65%373,939,24587.78904,232
      8To give authority to allot shares (general authority)359,416,25895.89%15,422,2544.11%374,838,51287.994,965
      9To give authority to allot shares (in relation to Regulatory Capital Convertible Instruments)373,283,97899.59%1,554,5340.41%374,838,51287.994,965
Special Resolutions       
      10To give authority to disapply pre-emption rights (general authority)373,259,33099.58%1,577,4850.42%374,836,81587.996,662
      11To give authority to disapply pre-emption rights (acquisitions and specified capital investments)372,545,49399.39%2,294,5190.61%374,840,01287.993,465
      12To give authority to disapply pre-emption rights (in relation to Regulatory Capital Convertible Instruments)373,297,02399.59%1,542,9890.41%374,840,01287.993,465
      13To give authority to re-purchase shares372,057,89299.60%1,506,4280.40%373,564,32087.691,279,157
      14To authorise the convening of a general meeting other than an AGM on not less than 14 clear days’ notice362,472,54096.70%12,365,9723.30%374,838,51287.994,965

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. As at the date of the AGM, the issued share capital of the Company was 426,009,559 ordinary shares.
4. The full text of the resolutions is detailed in the Notice of Meeting which can be found on the Company’s 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

*The Board notes the strong level of shareholder support for Resolution 2, approval of the Directors’ Remuneration Report, albeit recognises that this was lower than for the other resolutions and below the overwhelming support we have enjoyed at recent shareholder meetings on remuneration matters. We take it seriously when the level of support falls below our high expectations and, accordingly, have engaged institutional shareholders that voted against this resolution to understand and address their concerns.

Board Changes

Graham Allatt and Mary McNamara retired at the conclusion of the Annual General Meeting.

Enquiries:

OSB GROUP PLC

Nickesha Graham-Burrell

Group Head of Company Secretariat

t: 01634 835 796

Investor relations

Email: osbrelations@osb.co.uk                                 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 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.


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