REG - Headlam Group PLC - Requisitioned General Meeting – Voting Results

HeadlamAnnouncement

Tue 13:30

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RNS Number : 6904G  Headlam Group PLC  02 June 2026

 

2 June 2026

 

Headlam Group plc

('Headlam' or the 'Company' or the 'Group')

Requisitioned General Meeting - Voting Results

The Board of Directors is pleased to announce the results of the general
meeting of the Company held at 11.00am today (the "General Meeting").  The
General Meeting was convened by the Company following a requisition notice
received from one of the Company's shareholders, First Seagull AS ("FS").

All five resolutions proposed by FS, including those seeking the removal of
three existing non-executive directors and the appointment of two new
non-executive directors nominated by FS, were decisively defeated by
shareholders.  The turnout was c.70%, which was higher than that of our last
Annual General Meeting (c.67%), held just under two weeks ago.

The Board wishes to express its gratitude for the strong level of support
shown by shareholders.

Full details of the voting on each of the resolutions are set out below.

As noted at the General Meeting, the two resolutions to appoint Andrea Davis
and Stian Husvaeg as non-executive directors (resolutions (d) and (e)) were
put to the meeting as advisory votes only as the Company did not receive the
notices required under the Company's articles of association for those
appointments to be made at the General Meeting.

We acknowledge that the General Meeting process has been a distraction for
Headlam and our shareholders, colleagues and other stakeholders and wish to
highlight the destabilising impact caused by the actions of the requisitioning
shareholder, FS.  As the Board, we now call for a period of stability to
allow Headlam's new executive team to focus on delivering actions that will
benefit all our stakeholders.  Should any further campaigns persist, the
Board will continue to vigorously defend the rights of our majority
shareholders, colleagues and other stakeholders.

The Board remains committed to engaging with all shareholders, listening to
their views, and acting in the best interests of the Group.

Results of votes cast on each of the resolutions at the General Meeting:

      Resolution                                                   Votes For (including           Votes Against                  Votes Withheld  Total Votes Cast (excluding Votes Withheld)

                                                                   discretionary votes)
                                                                   No. of Votes  % of votes cast  No. of Votes  % of votes cast  No. of Shares   No. of Votes            % of Issued Share Capital(**)
 (a)  To remove Stephen Bird as chair and non-executive director   19,217,970    34.07%           37,194,956    65.93%           3,356           56,412,926              69.76%
 (b)  To remove Jemima Bird as non-executive director              22,133,813    39.24%           34,279,113    60.76%           3,356           56,412,926              69.76%
 (c)  To remove Karen Hubbard as non-executive director            22,132,648    39.23%           34,279,976    60.77%           3,658           56,412,624              69.76%
 (d)  To appoint Andrea Davis as non-executive director and chair  22,132,576    39.23%           34,279,584    60.77%           4,122           56,412,160              69.76%
 (e)  To appoint Stian Husvaeg as non-executive director           22,132,715    39.23%           34,280,204    60.77%           3,363           56,412,919              69.76%

 

** Excludes treasury shares

 

Notes:

1   A vote 'Withheld' is not a vote in law and is not counted in the
calculation of the proportion of votes 'For' or 'Against' a resolution, the
total votes validly cast or the calculation of the proportion of issued share
capital voted.

2   As at the voting record date, Headlam had 85,639,209 ordinary shares in
issue, of which 4,767,467 were held in treasury.

3   To calculate the total votes cast as a percentage of shares in issue,
treasury shares were excluded.

 

The Board has taken note of the percentage of votes cast in favour of the
resolutions (which was contrary to the recommendation of the Board).   As
noted above, the Board will continue to engage with relevant shareholders to
understand their views on the voting outcome on these resolutions, and will
provide an update within six months of the General Meeting, in accordance with
the UK Corporate Governance Code.

 

 Enquiries

Headlam Group plc                                        Tel: 01675 433 000
 Rob Barclay, Chief Executive Officer                     Email: headlamgroup@headlam.com (mailto:headlamgroup@headlam.com)
 Richard Jones, Interim Chief Financial Officer

 Alison Hughes, General Counsel & Company Secretary

 Panmure Liberum Limited (Corporate Broker)               Tel: 020 3100 2000
 Tom Scrivens / Atholl Tweedie

 Houston (PR advisers)                                    Tel: +44 (0)20 4529 0549 / +44 (0)7733 032695

 Kate Hoare / Charlie Barker                              Email: Headlam@houston.co.uk

 

 

 

 

 

 

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