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Results of the 2019 Annual General Meeting
Hammerson plc
(Incorporated in England and Wales)
(Company number 360632)
LSE share code: HMSO JSE share code: HMN
ISIN: GB0004065016
(‘Hammerson’ or ‘the Company’)
Results of the 2019 Annual General Meeting
At the Annual General Meeting (“AGM”) of Hammerson plc (the ‘Company’) held at Kings Place, 90 York Way, London N1 9GE on Tuesday, 30
April 2019, 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
No. of % of Shares No. of Issued No. of
Resolution Shares
Shares voted Shares Share Shares
voted
Capital
1 To receive the Directors’ Annual Report and Financial 570,933,820 100.00 81 0.00 74.51% 1,329,154
Statements
2 To receive and approve the 2018 Directors’ Remuneration 379,191,754 70.26 160,514,108 29.74 70.43% 32,557,192
Report
3 To declare a final dividend 571,180,992 100.00 22,500 0.00 74.54% 1,059,563
4 To re-elect David Atkins 569,453,626 99.69 1,749,624 0.31 74.54% 1,059,805
5 To re-elect Pierre Bouchut 568,470,921 99.52 2,730,479 0.48 74.54% 1,061,655
6 To re-elect Gwyn Burr 566,072,579 99.10 5,130,671 0.90 74.54% 1,059,805
7 To re-elect Timon Drakesmith 568,615,339 99.55 2,587,911 0.45 74.54% 1,059,805
8 To re-elect Andrew Formica 568,685,204 99.56 2,518,046 0.44 74.54% 1,059,805
9 To re-elect Judy Gibbons 568,239,755 99.48 2,961,645 0.52 74.54% 1,061,655
10 To re-elect David Tyler 566,657,725 99.20 4,545,525 0.80 74.54% 1,059,805
11 To elect Carol Welch 571,198,666 100.00 2,734 0.00 74.54% 1,061,655
12 To re-appoint PricewaterhouseCoopers LLP as auditor 561,388,606 98.28 9,811,724 1.72 74.54% 1,062,724
13 To authorise the Audit Committee to agree the auditor’s 561,192,203 98.26 9,962,267 1.74 74.53% 1,108,585
remuneration
14 To authorise the Directors to allot securities pursuant to 398,432,979 69.76 172,731,082 30.24 74.54% 1,098,993
Section 551 of the Companies Act 2006
15* To empower the directors pursuant to Section 570 and 573 544,806,980 95.62 24,946,614 4.38 74.35% 2,509,461
of the Companies Act 2006 to allot equity securities as
though Section 561(1) of that Act did not apply to such
allotment
16* To empower the directors pursuant to Section 570 and 573 548,028,365 96.19 21,689,228 3.81 74.35% 2,545,461
of the Companies Act 2006 to allot equity securities as
though Section 561(1) of that Act did not apply to such
allotment in addition to those conferred by resolution 15
17* To authorise market purchases by the Company of its shares 558,272,222 97.74 12,879,811 2.26 74.53% 1,111,021
* 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.
The Board notes that, although resolution 2 was passed with the necessary majority, 29.7% of votes received were against. The Board
understands the concerns of some investors but notes that the reward structure is in line with the Remuneration Policy and recent previous
practice. No bonuses were awarded to the continuing Executive Directors for 2018, and the LTIP which vested in 2018 had, when it had been
granted in 2014, been reduced by 50% from the normal policy level. In the coming months the Remuneration Committee will be undertaking its
regular triennial review of the remuneration structure and quantum, prior to submitting the revised Remuneration Policy to shareholders at the
AGM in 2020. As part of that review, the views of shareholders and voting agencies will be considered, and further consultation undertaken, to
ensure that executive reward continues to be aligned with shareholder interests.
In addition, the Board notes that, although resolution 14 was passed with the necessary majority, 30.2% of votes received were against. This
resolution is considered routine for listed companies in the UK and is within the Investment Association's Share Capital Management Guidelines.
The Board is aware however, that certain overseas institutional investors have a policy of not supporting this authority for the Directors to issue
shares. The Board considers the flexibility afforded by this authority to be in the best interests of the Company and shareholders. The Company
will continue to engage with those shareholders on this matter in future.
The issued share capital of the Company as at 6.30pm on 26 April 2019 (the time by which shareholders who wanted to attend, speak and vote
at the AGM were entered on the Register) was 766,293,613 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 www.morningstar.co.uk/uk/nsm.
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.
Sarah Booth
General Counsel and Company Secretary
30 April 2019
Hammerson has its primary listing on the London Stock Exchange and a secondary inward listing on the Johannesburg Stock Exchange.
Sponsor:
Investec Bank Limited
Date: 30/04/2019 05:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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