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HAMMERSON PLC - Results of the 2021 Annual General Meeting

2021/05/04 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
(“Hammerson” or “the Company”)


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
                                                                                                                                      % of
                                                                                                % of                     % of
                                                                              No. of                       No. of                   Issued         No. of
     Resolution                                                                                Shares                   Shares
                                                                              Shares                       Shares                    Share         Shares
                                                                                               voted                    voted
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
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