TIDMHMSO
RNS Number : 4782Y
Hammerson PLC
04 May 2023
FOR IMMEDIATE RELEASE
Hammerson plc (the "Company" or "Hammerson")
Results of the 2023 Annual General Meeting
4 May 2023
At the Annual General Meeting (the "AGM") of the Company held at
Marble Arch House, 66 Seymour Street, London W1H 5BX on Thursday, 4
May 2023, the Board-recommended resolutions 1-14 (inclusive) and
resolution 17 were passed by the requisite majority. Further
commentary on Board-recommended resolutions 15 and 16 and the
shareholder requisitioned resolutions 18 and 19 is set out
below.
All resolutions were voted on by poll and the results of the
poll for each resolution are set out in the table below.
Robert Noel, Chair, said : "While we are pleased that the
majority of the resolutions proposed by the Board were passed with
clear majorities, we note that resolutions 15 and 16 (being the
customary special resolutions to disapply pre-emption rights) did
not pass, and that resolutions 2-5, 9 and 14 passed with below an
80% majority in favour. The voting outcomes principally reflect
votes cast against these resolutions by a group of shareholders
connected with Lighthouse.
The resolutions requisitioned by Lighthouse (18 and 19) did not
receive the necessary support from shareholders to pass. We
acknowledged the issues raised by Lighthouse in the Notice of AGM
and were pleased to further engage with Lighthouse and other
shareholders on these matters during the AGM process. We continue
to recognise the importance of ongoing engagement and dialogue with
all shareholders.
The Board would like to thank shareholders for their engagement
and support ahead of the AGM and throughout the year. The Board
remains confident that the strategy and leadership team is the
right one, and the Group's performance clearly demonstrates
sustained delivery to date. We are confident in the Group's
prospects for the remainder of 2023 and we remain on track to
return to cash dividends as previously guided.
We remain mindful of our responsibilities as custodians of the
business and to the broader stakeholders of the Company. Looking
forward, our focus is on executing our strategy and delivering
long-term value for all our stakeholders. We will continue to
actively engage with all our shareholders."
Votes For Votes Against Votes **Votes Withheld
Cast
No. of % of Shares voted No. of % of Shares % of No. of
Resolution Shares Shares voted Issued Shares
Share
Capital
----------------------- --------------- ------------------- ------------- ---------------- --------- -----------------
Board-recommended
resolutions
----------------------- --------------- ------------------- ------------- ---------------- --------- -----------------
To receive the
Directors' Annual
Report and Financial
Statements for the
year ended 31 December
1 2022 4,196,820,805 99.84% 6,934,056 0.16% 84.04% 5,968,854
----------------------- --------------- ------------------- ------------- ---------------- --------- -----------------
2 To receive and approve
the Directors'
Remuneration Report
(other than the part
containing
the Directors'
Remuneration Policy)
for the year ended 31
December 2022 2,507,121,900 61.01% 1,602,373,868 38.99% 82.15% 100,227,947
----------------------- --------------- ------------------- ------------- ---------------- --------- -----------------
3 To approve the
Directors'
Remuneration Policy 2,546,605,548 60.67% 1,651,063,011 39.33% 83.92% 12,055,156
----------------------- --------------- ------------------- ------------- ---------------- --------- -----------------
4 To re-elect Habib
Annous as a Director
of the Company 2,621,140,637 62.32% 1,584,949,044 37.68% 84.08% 3,634,034
----------------------- --------------- ------------------- ------------- ---------------- --------- -----------------
5 To re-elect Méka
Brunel as a Director
of the Company 2,635,307,470 62.65% 1,570,782,154 37.35% 84.08% 3,634,091
----------------------- --------------- ------------------- ------------- ---------------- --------- -----------------
6 To re-elect Mike
Butterworth as a
Director of the
Company 4,066,654,285 96.68% 139,435,396 3.32% 84.08% 3,634,034
----------------------- --------------- ------------------- ------------- ---------------- --------- -----------------
7 To re-elect Rita-Rose
Gagné as a
Director of the
Company 4,066,114,285 96.67% 139,975,396 3.33% 84.08% 3,634,034
----------------------- --------------- ------------------- ------------- ---------------- --------- -----------------
8 To re-elect Adam Metz
as a Director of the
Company 4,066,857,666 96.69% 139,232,015 3.31% 84.08% 3,634,034
----------------------- --------------- ------------------- ------------- ---------------- --------- -----------------
9 To re-elect Robert
Noel as a Director of
the Company 2,573,099,456 61.18% 1,632,990,225 38.82% 84.08% 3,634,034
----------------------- --------------- ------------------- ------------- ---------------- --------- -----------------
10 To re-elect Himanshu
Raja as a Director of
the Company 4,064,833,439 96.64% 141,256,242 3.36% 84.08% 3,634,034
----------------------- --------------- ------------------- ------------- ---------------- --------- -----------------
11 To re-elect Carol
Welch as a Director of
the Company 3,809,811,286 90.58% 396,278,395 9.42% 84.08% 3,634,034
----------------------- --------------- ------------------- ------------- ---------------- --------- -----------------
12 To re-appoint
PricewaterhouseCoopers
LLP as auditor 4,092,723,158 97.50% 104,985,867 2.50% 83.92% 12,014,690
----------------------- --------------- ------------------- ------------- ---------------- --------- -----------------
13 To authorise the Audit
Committee to agree the
auditor's remuneration 4,092,837,333 97.50% 104,862,335 2.50% 83.92% 12,024,047
----------------------- --------------- ------------------- ------------- ---------------- --------- -----------------
14 To authorise the
Directors to allot
shares (1) 2,322,971,861 55.23% 1,883,132,400 44.77% 84.08% 3,619,934
----------------------- --------------- ------------------- ------------- ---------------- --------- -----------------
To disapply
15 pre-emption rights* 2,397,300,916 57.01% 1,807,918,735 42.99% 84.07% 4,504,064
----------------------- --------------- ------------------- ------------- ---------------- --------- -----------------
16 To disapply
pre-emption rights in
addition to those
conferred by
resolution 15* 2,398,677,516 57.04% 1,806,564,355 42.96% 84.07% 4,481,844
----------------------- --------------- ------------------- ------------- ---------------- --------- -----------------
17 To authorise market
purchases by the
Company of its shares* 4,089,522,021 97.43% 107,998,348 2.57% 83.91% 12,203,346
----------------------- --------------- ------------------- ------------- ---------------- --------- -----------------
Shareholder
requisitioned
resolutions
----------------------- --------------- ------------------- ------------- ---------------- --------- -----------------
18 To elect Nick Hughes
as a Director of the
Company 1,702,096,117 40.55% 2,495,622,180 59.45% 83.92% 12,005,418
----------------------- --------------- ------------------- ------------- ---------------- --------- -----------------
19 To elect Craig Tate as
a Director of the
Company 1,708,622,362 40.70% 2,489,090,433 59.30% 83.92% 12,010,920
----------------------- --------------- ------------------- ------------- ---------------- --------- -----------------
Ordinary resolutions 2 and 3 (Directors' Remuneration Report and
Directors' Remuneration Policy)
The Board is grateful for continuing shareholder support and
engagement on remuneration matters and is pleased that the
Directors' Remuneration Report and the Remuneration Policy were
approved today. The Policy will now be implemented by the
Remuneration Committee for 2023. It is however noted that a
significant minority, comprised principally of the group of
shareholders connected with Lighthouse (the "Connected Parties"),
did not support these items. Resolutions 2 and 3 received votes in
favour of 61.01% and 60.67%, respectively.
The Board and the Remuneration Committee believe that the
Remuneration Policy is robust and fair, having been scrutinised by
the Board and reflecting feedback received from shareholders in
2022.
Last year, the Remuneration Committee reviewed the operation and
impact of the previous Policy and actively engaged with
approximately 60% of the share register and proxy adviser firms.
All the feedback received, including the feedback provided by
Lighthouse, was reviewed and discussed extensively at Remuneration
Committee meetings, and the Company provided written responses to a
number of shareholders, including Lighthouse, addressing their
comments. In particular, the Committee took account of the current
economic uncertainty and the need to continue to transform the
business alongside shareholder feedback.
As set out in the Directors' Remuneration Report, the
Remuneration Committee intends to keep the Policy under active
review to ensure it remains appropriate to Hammerson's evolution
and aligned to stakeholder interests.
Ordinary resolutions 14 (authority to allot shares) and 4, 5 and
9 (re-election of Habib Annous, Méka Brunel and Robert Noel)
The Board notes that resolution 14 received 55.23% of votes in
favour and was duly passed at the AGM. The level of allotment
authority therefore continues to be supported by the majority of
the Company's shareholders voting at the AGM and is in line with
the Investment Association's share capital management guidelines
applicable to UK listed companies. The number of votes against the
resolution principally reflects votes cast by the Connected
Parties.
The Board also notes that resolutions 4, 5 and 9 respectively
received 62.32%, 62.65% and 61.18% of votes in favour and were
passed at the AGM. The number of votes against these items is
largely a result of Lighthouse carrying out its stated intention -
as set out in the Notice of AGM - to vote against the election "of
at least two of Hammerson's non-executive directors".
As set out above, the Board believes that a clear majority of
shareholders want the current Board and management team to continue
to focus on delivering the strategy it has set out for the Group.
2023 is another important year for the Group's transformation and
the current Board remains unwavering in its focus on delivery.
Special resolutions 15 and 16 (disapplication of pre-emption
rights)
The Board is disappointed that resolutions 15 and 16 on the
disapplication of statutory pre-emption rights, which were special
resolutions requiring a 75% majority, did not receive sufficient
support to be passed (receiving 57.01% and 57.04% in favour,
respectively). Consistent with the voting on other resolutions at
the AGM, the number of votes against is principally the result of
the Connected Parties voting against these resolutions.
The disapplication authority was in line with institutional
shareholder guidance, and the Directors were not seeking the
maximum authority permitted by the Pre-Emption Principles, but
rather, at a level that is consistent with the approach taken in
recent years (and which has consistently been approved by
shareholders at previous AGMs) and which would provide the
Directors with a degree of flexibility.
The authority granted at last year's AGM expired at the
conclusion of this year's meeting.
Provision 4 of the UK Corporate Governance Code
In accordance with provision 4 of the UK Corporate Governance
Code (the "Code"), the Board confirms that it will consult and
continue to engage with relevant shareholders to understand and
discuss the reasons behind the result on the Board-recommended
resolutions that received less than 80% support at the AGM. An
update will be provided within six months of the AGM, in accordance
with the Code, with a final summary to be included in the Company's
2023 annual report and accounts.
Other information
* Special resolution (75% majority required).
** A vote withheld is not a vote in law and is not counted
towards the votes cast 'For' or 'Against' a resolution.
(1) The 'Notice of AGM' published on the Company's website and
posted to shareholders on Monday, 3 April 2023 contained a
typographical error. An amendment to correct the error was put to
the meeting and approved by a vote on a show of hands. Voting on
Resolution 14 was therefore on the resolution as amended, which is
as follows: "That the Directors be and they are hereby generally
and unconditionally authorised in accordance with section 551 of
the Companies Act 2006 to exercise all the powers of the Company to
allot shares in the Company and to grant rights to subscribe for,
or to convert any security into, shares in the Company (Rights) up
to an aggregate nominal amount of GBP83,242,906, provided that this
authority shall expire at the conclusion of the next annual general
meeting of the Company, or, if earlier, on 4 August 2023 2024, save
that the Company shall be entitled to make offers or agreements
before the expiry of such authority which would or might require
shares to be allotted or Rights to be granted after such expiry and
the Directors shall be entitled to allot shares and grant Rights
pursuant to any such offer or agreement as if this authority had
not expired."
(2) The issued share capital of the Company as at 6.30 p.m. on
Tuesday, 2 May 2023 (the time by which shareholders who wanted to
attend, speak and vote at the AGM were entered on the Register) was
5,002,265,607 ordinary shares, with 7,691,247 shares held in
treasury. The total number of voting rights in Hammerson plc was
therefore 4,994,574,360.
(3) Copies of the resolutions passed, other than the resolutions
constituting ordinary business, at the AGM will shortly be
available for inspection at the National Storage Mechanism, which
is located at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism . The
documents have also been submitted to Euronext Dublin.
(4) A copy of the poll results for the Annual General Meeting is
also available on the Hammerson plc website ( www.hammerson.com
).
(5) The full text of the resolutions is set out in the Notice of
Meeting which is also available at www.hammerson.com , together
with the amendment set out in note (1) above.
Investor Enquiries:
Josh Warren, Director of Strategy, Commercial Finance, and
Investor Relations
Tel: +44 (0)20 7887 1053 Email: josh.warren@hammerson.com
Media Enquiries:
Natalie Gunson, Group Communications Director, Hammerson
Tel: +44 (0)20 7887 4672 Email: natalie.gunson@hammerson.com
MHP for Hammerson :
Oliver Hughes
T: +44 7885 224532 Email: Hammerson@mhpgroup.com
Ollie Hoare
T: +44 7817 458804 Email : Hammerson@mhpgroup.com
This announcement has also been released on the SENS system of
the Johannesburg Stock Exchange and on Euronext Dublin.
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