Result of Annual General Meeting

Smiths News PLC

29 January 2026

 

29 January 2026

 

SMITHS NEWS PLC

Result of 2026 Annual General Meeting

Smiths News plc announces that at its Annual General Meeting (AGM) held at 11.30am today all resolutions put to the meeting were duly passed by shareholders by way of a poll.  The voting results are shown below.

Resolution		For		Against		Withheld
		No. of votes	%	No. of votes	%	No. of votes
1	To receive the Annual Report and Accounts for the 52-week period ended 30 August 2025	130,473,391	99.99%	14,033	0.01%	286,901
2	To approve the directors' remuneration report for the 52-week period ended 30 August 2025	130,165,319	99.69%	407,410	0.31%	201,596
3	To approve the directors' remuneration policy	122,843,750	94.02%	7,819,154	5.98%	111,421
4	To approve the rules of the Smiths News Long Term Incentive Plan (the "LTIP")	130,287,690	99.74%	337,453	0.26%	149,182
5	To approve that the Smiths News Sharesave Scheme	130,546,677	99.89%	144,795	0.11%	82,853
6	To declare a final dividend	130,746,419	99.99%	10,109	0.01%	17,797
7	To declare a special dividend	130,740,254	99.99%	11,042	0.01%	23,029
8	To re-elect David Blackwood	128,685,396	98.45%	2,032,262	1.55%	56,667
9	To re-elect Jonathan Bunting	130,427,480	99.78%	286,300	0.22%	60,545
10	To re-elect Michael Holt	128,845,292	98.57%	1,868,469	1.43%	60,564
11	To re-elect Mark Whiteling	98,248,545	75.16%	32,465,216	24.84%	60,564
12	To re-elect Deborah Rabey	128,987,927	98.67%	1,741,356	1.33%	45,042
13	To elect Manju Malhotra	128,921,418	98.65%	1,769,965	1.35%	82,942
14	To re-appoint the auditor	130,572,343	99.95%	61,082	0.05%	140,900
15	To authorise the Audit Committee to determine the auditor's remuneration	130,685,880	99.97%	32,932	0.03%	55,513
16	Authority to make political donations	108,486,620	98.48%	1,669,775	1.52%	20,617,930
17	Authority to allot shares	121,335,267	92.84%	9,355,684	7.16%	83,374
18	Authority to partially disapply pre-emption rights*	129,749,500	99.44%	733,652	0.56%	291,173
19	Authority to make market purchases of ordinary shares*	130,286,617	99.89%	144,993	0.11%	342,715
20	Authority to call general meetings (other than the AGM) on 14 clear days' notice*	109,862,643	84.03%	20,875,006	15.97%	36,676

* Special resolution requiring 75% majority of those votes cast at the meeting.

 

Resolution 11 - Re-Appointment of Mark Whiteling

Where 20% or more of votes have been cast against any shareholder resolution, the Company is required by provision 4 of the UK Corporate Governance Code to explain what action it will take to consult shareholders to understand the reasons behind the result.

Accordingly, whilst resolution 11 has passed with the requisite majority, the Board has had an opportunity to engage with one of the Company's largest shareholders who voted against the resolution and understands that their vote had in fact resulted from an administrative oversight between their custodian and the legal nominee holder of the shares in question.  They also confirmed that they were in fact supportive of resolution 11 but it has not proven possible to change their vote in time once the oversight had been identified. As a result, the Board is satisfied that if their shares had been cast in favour of Mark Whiteling's reappointment at resolution 11 then the resolution would have been overwhelmingly passed in a manner consistent with the election/re-elections of the other directors.

 

Notes:

1.    Percentages are rounded to two decimal places.

2.    Where shareholders appointed the Chairman as their proxy with discretion as to voting, their votes were cast in favour of the resolutions and have been included in the "For" total.

3.    A "vote withheld" is not a vote in law and is not counted in the calculation of the percentages of the votes cast for and against a resolution.

4.    The number of votes validly cast were in respect of 130,756,528 shares, representing 52.80% of the 247,659,200 issued share capital of the Company, being the total number of shares in issue at 6.30pm on 27 January 2026.

5.    The full text of all of the resolutions is set out in the Notice of AGM dated 3 December 2025 which is available on the Company's website.  Resolutions 18, 19 and 20 were special resolutions, requiring 75% majority of those votes cast at the meeting. 

6.    In accordance with UKLR:6.4.2 a copy of the special business passed at the AGM, being resolutions 17, 18, 19 and 20, has been submitted to the National Storage Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism  

7.    The results of the AGM voting will also be made available on the Company's website at https://www.smithsnews.co.uk/investor-zone 

 

END