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09.05.2024 14:12:39
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Result of AGM
LEI: 213800ZBKL9BHSL2K459
9 May 2024
OSB GROUP PLC
(the ‘Company’)
Results of Annual General Meeting (AGM)
Results of AGM
Results of the proxy voting for the 2024 AGM held on Thursday, 9 May 2024.
All resolutions were passed by the requisite majority on a poll; resolutions 1 to 16 as ordinary resolutions and resolutions 17 to 21 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 withheld | |
| 1 | To receive the Annual Report and Accounts | 317,125,159 | 99.99% | 37,600 | 0.01% | 317,162,759 | 81.29 | 1,278,453 |
| 2 | To approve the Remuneration Report | 294,633,422 | 94.22% | 18,062,700 | 5.78% | 312,696,122 | 80.15 | 5,745,090 |
| 3 | To approve the Remuneration Policy | 301,192,571 | 98.01% | 6,100,599 | 1.99% | 307,293,170 | 78.76 | 11,148,042 |
| 4 | To declare a final dividend | 318,408,966 | 99.99% | 27,141 | 0.01% | 318,436,107 | 81.62 | 5,105 |
| 5 | To re-elect Elizabeth Noël Harwerth | 318,266,149 | 99.95% | 166,869 | 0.05% | 318,433,018 | 81.62 | 8,194 |
| 6 | To re-elect Sarah Hedger | 318,242,901 | 99.94% | 189,383 | 0.06% | 318,432,284 | 81.62 | 8,928 |
| 7 | To re-elect Rajan Kapoor | 318,280,849 | 99.95% | 152,169 | 0.05% | 318,433,018 | 81.62 | 8,194 |
| 8 | To re-elect Simon Walker | 318,280,375 | 99.95% | 152,154 | 0.05% | 318,432,529 | 81.62 | 8,683 |
| 9 | To re-elect Kal Atwal | 315,101,958 | 99.27% | 2,324,487 | 0.73% | 317,426,445 | 81.36 | 1,014,767 |
| 10 | To re-elect David Weymouth | 317,625,157 | 99.75% | 808,105 | 0.25% | 318,433,262 | 81.62 | 7,950 |
| 11 | To re-elect Andrew Golding | 318,266,418 | 99.95% | 166,844 | 0.05% | 318,433,262 | 81.62 | 7,950 |
| 12 | To re-appoint Deloitte LLP as Auditor | 317,383,245 | 99.98% | 63,136 | 0.02% | 317,446,381 | 81.36 | 994,831 |
| 13 | To give authority to the Group Audit Committee to agree the Auditor’s remuneration | 318,371,255 | 99.98% | 62,659 | 0.02% | 318,433,914 | 81.62 | 7,298 |
| 14 | To give authority to make political donations | 317,009,014 | 99.55% | 1,425,632 | 0.45% | 318,434,646 | 81.62 | 6,565 |
| 15 | To give authority to allot shares (general authority) | 306,204,915 | 96.16% | 12,227,810 | 3.84% | 318,432,725 | 81.62 | 8,487 |
| 16 | To give authority to allot shares (in relation to Regulatory Capital Convertible Instruments) | 317,224,295 | 99.62% | 1,207,044 | 0.38% | 318,431,339 | 81.62 | 9,873 |
| Special Resolutions | ||||||||
| 17 | To give authority to disapply pre-emption rights (general authority) | 318,350,752 | 99.97% | 82,843 | 0.03% | 318,433,595 | 81.62 | 7,617 |
| 18 | To give authority to disapply pre-emption rights (acquisitions or specified capital investments) | 317,343,161 | 99.66% | 1,090,433 | 0.34% | 318,433,594 | 81.62 | 7,618 |
| 19 | To give authority to disapply pre-emption rights (in relation to Regulatory Capital Convertible Instruments) | 315,773,856 | 99.17% | 2,651,738 | 0.83% | 318,425,594 | 81.62 | 15,618 |
| 20 | To give authority to re-purchase own shares | 316,468,279 | 99.67% | 1,038,739 | 0.33% | 317,507,018 | 81.38 | 934,194 |
| 21 | To authorise the convening of a general meeting other than an AGM on not less than 14 clear days’ notice | 307,472,000 | 96.56% | 10,960,581 | 3.44% | 318,432,581 | 81.62 | 8,631 |
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. The issued share capital of the Company as at close of business on the 7th May 2024 was 390,152,961.
4. The full text of the resolutions, along with explanatory notes, 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/.
In accordance with Listing Rule 9.6.2, copies of the resolutions that do not constitute ordinary business at the AGM have been submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Board Changes
April Talintyre retired at the conclusion of the AGM.
Enquiries:
OSB GROUP PLC
Jason Elphick
Group General Counsel and Company Secretary
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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