HAMMERSON PLC - Results of the 2021 Annual General Meeting2021/05/04 13:15:00
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Results of the 2021 Annual General Meeting Hammerson plc (Incorporated in England and Wales) (Company number 360632) LSE and Euronext Dublin share code: HMSO JSE share code: HMN ISIN: GB00BK7YQK64 (“Hammerson” or “the Company”) FOR IMMEDIATE RELEASE Hammerson plc (the Company) Results of the 2021 Annual General Meeting 4 May 2021 Further to the announcement entitled ‘Annual Report, Notice of AGM & Scrip Circular’ on Monday, 29 March 2021, the Company announces that at the Annual General Meeting (AGM) of Hammerson plc (the Company) held at Kings Place, 90 York Way, London N1 9GE on Tuesday, 4 May 2021, all the resolutions were voted upon by poll and were passed by Shareholders. The results of the poll for each resolution are as follows: Votes For Votes Against Votes **Votes Withheld Cast % of % of % of No. of No. of Issued No. of Resolution Shares Shares Shares Shares Share Shares voted voted Capital 1 To receive the Directors’ Annual Report and Financial Statements for the year ended 31 December 2020 3,058,664,193 99.97 804,643 0.03 75.41% 5,309,427 2 To receive and approve the Directors’ Remuneration Report for the year ended 31 December 2020 2,921,519,395 95.50 137,742,653 4.50 75.40% 5,516,215 3 To declare a final dividend for the year ended 31 December 2020 3,062,034,573 100.00 16,751 0.00 75.47% 2,726,939 4 To grant the Board authority to offer the enhanced scrip dividend alternative* 3,041,183,669 99.32 20,851,537 0.68 75.47% 2,743,057 5 To elect Mike Butterworth as a Director of the Company 3,041,127,134 99.39 18,565,755 0.61 75.41% 5,085,374 6 To elect Desmond de Beer as a Director of the Company 2,703,983,954 88.57 349,060,477 11.43 75.25% 11,733,832 7 To elect Rita-Rose Gagné as a Director of the Company 3,059,435,052 99.99 409,530 0.01 75.42% 4,933,681 8 To elect Robert Noel as a Director of the Company 3,059,335,038 99.98 505,250 0.02 75.42% 4,937,975 9 To re-elect James Lenton as a Director WITHDRAWN 11 To re-elect Méka Brunel as a Director 3,055,816,684 99.87 4,024,008 0.13 75.42% 4,937,571 12 To re-elect Gwyn Burr as a Director 3,014,920,272 99.29 21,468,488 0.71 74.84% 28,389,503 13 To re-elect Andrew Formica as a Director 3,055,816,727 99.87 4,024,008 0.13 75.42% 4,937,528 14 To re-elect Adam Metz as a Director 3,055,816,589 99.87 4,024,103 0.13 75.42% 4,937,571 15 To re-elect Carol Welch as a Director 3,055,816,822 99.87 4,025,823 0.13 75.42% 4,935,618 16 To re-appoint PricewaterhouseCoopers LLP as auditor 3,058,991,002 99.91 2,603,416 0.09 75.46% 3,183,845 17 To authorise the Audit Committee to agree the auditor’s remuneration 3,051,742,499 99.68 9,865,988 0.32 75.46% 3,169,776 18 To authorise the Directors to allot shares 2,938,964,819 96.14 117,964,957 3.86 75.34% 7,848,487 19 To disapply pre-emption rights* 2,967,947,334 97.06 89,784,545 2.94 75.36% 7,046,384 20 To disapply pre-emption rights in addition to those conferred by resolution 19* 2,945,477,450 96.33 112,254,429 3.67 75.36% 7,046,384 21 To authorise market purchases by the Company of its shares* 3,023,956,532 99.31 21,070,931 0.69 75.05% 19,750,800 22 To authorise Directors to offer a scrip dividend alternative scheme for any dividend declared over a three year period ending on the beginning of the third Annual General Meeting of the Company following the date of this Meeting 3,041,096,229 99.32 20,914,891 0.68 75.47% 2,767,146 23 To receive and adopt new articles of association* 3,060,268,879 99.94 1,738,340 0.06 75.47% 2,771,044 * 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. Resolutions 3 and 4 passed at the AGM enable the Directors to proceed with the proposed Final 2020 Dividend and Enhanced Scrip Dividend Alternative, as set out in the circular published on 29 March 2021. Cash payments in respect of the Final 2020 Dividend and the date of issue, admission and first day of dealings in new shares allotted pursuant to the Enhanced Scrip Dividend Alternative on the London Stock Exchange, Euronext Dublin and Johannesburg Stock Exchange is expected to be Thursday, 13 May 2021. The Board retains the discretion to withdraw or modify the terms of the Enhanced Scrip Dividend Alternative, because there are certain situations in which the Board may decide that it is no longer appropriate to offer the Enhanced Scrip Dividend Alternative, or it may not be permissible for the Company to do so. In such circumstances, the Final 2020 Dividend would be paid to all shareholders in cash. The Resolution to re-elect James Lenton as a Director of the Company was withdrawn following his resignation from the Company with effect from 26 April 2021, as announced on 20 April 2021. Himanshu Raja took over from James as Chief Financial Officer with effect from 26 April 2021 and will stand for formal election by shareholders at the Company’s next AGM. Pierre Bouchut did not stand for re-election at the AGM and has now formally stood down as a Director of the Company, as announced on 12 March 2021. Mike Butterworth has now succeeded Pierre as Chair of the Audit Committee with immediate effect. Habib Annous will join the Board with effect from 5 May 2021, as announced on 12 March 2021. Habib will become a member of the Audit, Nomination and Remuneration Committees and will stand for formal election by shareholders at the Company’s next AGM. Gwyn Burr will stand down as a member of the Audit Committee with effect from 5 May 2021, as disclosed in the Nomination Committee’s report in the 2020 Annual Report. The issued share capital of the Company as at 6.30 p.m. on Thursday, 29 April 2021 (the time by which shareholders who wanted to attend, speak and vote at the AGM were entered on the Register) was 4,057,298,174 ordinary shares. 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. A copy of the poll results for the Annual General Meeting is also available on the Hammerson plc website (www.hammerson.com). The full text of the resolutions is set out in the Notice of Meeting which is also available at www.hammerson.com. Alice Darwall General Counsel and Company Secretary +44 (0) 20 7887 1000 Hammerson has its primary listing on the London Stock Exchange and secondary inward listings on the Johannesburg Stock Exchange and Euronext Dublin. Sponsor: Investec Bank Limited Date: 04-05-2021 01:15:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.