Results of AGM and Directorate Change

JTC PLC

21 May 2026

 

21 May 2026

JTC PLC

(the "Company" and together with its subsidiaries "JTC" or the "Group")

Poll results of Annual General Meeting

JTC is pleased to announce the voting results of the Annual General Meeting of the Company's shareholders held on 21 May 2026 (the "AGM").

All resolutions as set out in the Notice of the AGM were passed with the requisite majority by means of a poll. Resolutions 1 to 13 were each passed as an Ordinary Resolution (requiring a simple majority for them to be passed) and resolutions 14 to 16 were each passed as a Special Resolution (requiring at least a 75% majority for them to be passed).

Poll Results

The results of the poll, incorporating proxy votes lodged in advance of the meeting, are set out below:

Resolutions	FOR		AGAINST		TOTAL VOTES CAST	Votes withheld
	No. of votes	%	No. of votes	%	No. of votes	No. of votes
Resolution 1 To receive the annual accounts of the Company for the financial year ended 31 December 2025, together with the reports of the Directors and the Auditor.	74,284,151	100.00	68	0.00	74,284,219	46,013
Resolution 2 To approve the Directors' Remuneration Report.	73,954,857	99.49	375,375	0.51	74,330,232	0
Resolution 3 To re-appoint PricewaterhouseCoopers CI LLP as external auditor of the Company.	74,330,164	100.00	68	0.00	74,330,232	0
Resolution 4 To authorise the Audit Committee to determine the remuneration of the external auditor.	74,330,164	100.00	68	0.00	74,330,232	0
Resolution 5 To re-elect Mike Liston as a Director.	73,230,481	98.52	1,099,751	1.48	74,330,232	0
Resolution 6 To re-elect Nigel Le Quesne as a Director.	74,154,691	99.76	175,541	0.24	74,330,232	0
Resolution 7 To re-elect Martin Fotheringham as a Director.	74,141,991	99.75	188,241	0.25	74,330,232	0
Resolution 8 To re-elect Wendy Holley as a Director.	71,455,533	96.13	2,874,699	3.87	74,330,232	0
Resolution 9 To re-elect Erika Schraner as a Director.	73,125,221	98.38	1,205,011	1.62	74,330,232	0
Resolution 10 To re-elect Michael Gray as a Director.	72,897,532	98.07	1,432,700	1.93	74,330,232	0
Resolution 11 To re-elect May Knight as a Director.	73,268,860	98.57	1,061,372	1.43	74,330,232	0
Resolution 12 To re-elect Dawn Marriott as a Director.	73,268,860	98.57	1,061,372	1.43	74,330,232	0
Resolution 13 To authorise the Directors to allot Equity Securities.	73,692,223	99.14	637,855	0.86	74,330,078	154
Resolution 14* To dis-apply pre-emption rights - general power.	72,937,350	98.13	1,392,728	1.87	74,330,078	154
Resolution 15* To dis-apply pre-emption rights - for the purpose of financing an acquisition or other capital investment.	72,173,601	97.10	2,156,477	2.90	74,330,078	154
Resolution 16* To authorise the Company to make market purchases of its own shares and to authorise the Company to hold any such purchased shares as treasury shares.	74,215,213	100.00	712	0.00	74,215,925	114,307

* Special Resolutions requiring a 75% majority

Notes

1.   There were no restrictions on shareholders to cast votes on any of the resolutions proposed at the AGM.

2.   A vote withheld is not a vote in law and is not included in the calculation of the votes 'For' or 'Against' the resolutions, nor the total votes cast.

3.   Percentages are expressed as a proportion of the total votes cast (which does not include votes withheld).

4.   Any proxy appointments which gave discretion to the Chair have been included in the 'For' totals.

5.   The total number of shares on the register at the close of business on 19 May 2026, being those eligible to be voted on at the AGM, was 172,386,504.

In accordance with UK Listing Rule 6.4.2, copies of all resolutions passed at the AGM today, other than those concerning ordinary business, will be submitted to the National Storage Mechanism, where they will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

The results will also be made available on the Company's website:

www.jtcgroup.com/investor-relations/

Confirmation of Directorate Change at AGM

Further to the announcements made on 24 July 2025 and 26 February 2026, the Company confirms that Dermot Mathais, Independent Non-executive Director, did not seek re-election at the AGM and therefore stood down from the Board on 21 May 2026.

Board and Committees

Effective as of 21 May 2026 membership of the Board and Board Committees is as follows:

Board

Mike Liston, Non-Executive Chair

Nigel Le Quesne, Chief Executive Officer 

Martin Fotheringham, Chief Financial Officer

Wendy Holley, Chief Operating Officer and Chief Sustainability Officer 

Erika Schraner, Senior Independent Non-Executive Director

Michael Gray, Independent Non-Executive Director

May Knight, Independent Non-Executive Director

Dawn Marriott, Independent Non-Executive Director

Audit Committee

Erika Schraner (Chair)

Michael Gray

May Knight

Dawn Marriott

Governance and Risk Committee

May Knight (Chair)

Michael Gray

Erika Schraner

Dawn Marriott

Nomination Committee

Erika Schraner (Chair)

Mike Liston

Michael Gray

Wendy Holley

May Knight

Dawn Marriott

Remuneration Committee

Michael Gray (Chair)

Mike Liston

Erika Schraner

May Knight

Dawn Marriott

No further information is required to be disclosed pursuant to UKLR6.4.

Enquiries:

For further information please contact:

Miranda Lansdowne

JTC (Jersey) Limited

Company Secretary

[phone]

[e-mail]

About JTC

JTC is a global professional services business with deep expertise in fund, corporate and private client services. Every JTC person is an owner of the business and this fundamental part of our culture aligns us with the best interests of all our stakeholders. Our purpose is to maximize potential and our success is built on service excellence, long-term relationships and technology capabilities that drive efficiency and add value.

www.jtcgroup.com

 

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