Result of AGM

Warpaint London PLC

16 June 2026

 

16 June 2026

Warpaint London PLC

("Warpaint" or the "Company")

Result of AGM

Warpaint London PLC (AIM: W7L), the specialist supplier of high quality colour cosmetics and personal care brands at an affordable price, is pleased to announce that all resolutions were passed at the Annual General Meeting ("AGM") of the Company held earlier today.

Summary of AGM business

In addition to the ordinary business conducted at the AGM, shareholders were asked to consider resolutions relating to the approval of waivers granted by the Panel on Takeovers and Mergers (the "Takeover Panel") in relation to Rule 9 of the Takeover Code.

Voting summary

The proxy votes received from shareholders in respect of each resolution are set out below. The full details of the resolutions can be found in the Notice of AGM available on the Company's website at: https://www.warpaintlondonplc.com/investors/documents-sent-to-shareholders.

Further to the announcement made earlier today, resolution 7, to re-elect Paul Hagon as a director, was withdrawn.

Resolution	Votes for	%	Votes against	%	Votes withheld
1 - To receive the 2025 Annual Report	58,417,910	100.00	898	0.00	4,882
2 - To approve the director's remuneration report	57,327,152	99.38	356,446	0.62	740,092
3 - To re-elect Sam Bazini as a director	58,384,068	99.96	21,298	0.04	18,324
4 - To re-elect Sally Craig as a director	58,065,349	99.43	334,953	0.57	23,388
5 - To re-elect Sharon Daly as a director	58,386,882	99.98	13,420	0.02	23,388
6 - To re-elect Clive Garston as a director	58,052,113	99.38	361,216	0.62	10,361
8 - To re-elect Eoin Macleod as a director	58,058,710	99.41	344,376	0.59	20,604
9 - To re-elect Neil Rodol as a director	58,054,736	99.41	346,030	0.59	22,924
10 - To re-elect Keith Sadler as a director	58,372,147	99.96	21,870	0.04	29,673
11 - To re-elect Indira Thambiah as a director	58,053,157	99.39	359,179	0.61	11,354
12 - To re-appoint BDO as auditor	58,405,748	99.99	8,675	0.01	9,267
13 - Auditors remuneration	58,392,809	99.95	28,781	0.05	2,100
14 - To declare a final dividend of 9p per share	58,404,742	99.97	17,155	0.03	1,793
15 - Directors' authority to allot shares	58,336,578	99.86	80,383	0.14	6,729
16 - Disapplication of pre-emption rights	58,223,289	99.68	186,676	0.32	13,725
17 - Additional disapplication of pre-emption rights	56,273,931	96.34	2,137,639	3.66	12,120
18 - Authority to purchase shares	58,388,584	99.95	30,622	0.05	4,484
19 - To approve the waiver by the Takeover Panel of any obligation which might arise on the Concert Party to make a general offer as a result of market purchases of ordinary shares	24,250,116	92.14	2,069,448	7.86	32,104,126
20 - To approve the waiver by the Takeover Panel of any obligation which might arise on the Concert Party to make a general offer as a result of the exercise of New Concert Party Options	24,246,823	92.12	2,072,741	7.88	32,104,126

In accordance with the terms of the Panel Waivers, only the Independent Shareholders were entitled to vote on the Waiver Resolutions (being resolutions 19 and 20 above) and votes on these resolutions were taken by poll. Therefore, any votes by any members of the Concert Party in respect of the Waiver Resolutions were not taken into account.

The result of the poll on the Waiver Resolutions was as follows:

19 - To approve the waiver by the Takeover Panel of any obligation which might arise on the Concert Party to make a general offer as a result of market purchases of ordinary shares	24,250,316	92.14	2,069,448	7.86	32,104,126
20 - To approve the waiver by the Takeover Panel of any obligation which might arise on the Concert Party to make a general offer as a result of the exercise of New Concert Party Options	24,247,023	92.12	2,072,741	7.88	32,104,126

Neville Registrars was appointed as the scrutineer for vote-taking at the Annual General Meeting. All other resolutions were passed by a show of hands. Votes withheld are not votes in law and therefore have not been counted in the calculation of the proportion of the votes for and against any resolution.

In accordance with Appendix 1 of the Takeover Code the Company confirms that assuming full utilisation of the Share Buyback Authority (granted under resolution 18) and full exercise of the New Concert Party Options (being new options over Ordinary Shares to be granted under the Company's enterprise management incentive scheme rules to Neil Rodol), and assuming no other changes to the issued share capital of the Company occur, Neil Rodol (being a member of the Concert Party) will hold approximately 0.3% of the total voting rights in the Company and the Concert Party's aggregate interest will increase to approximately 44.25 per cent. of the Company's total voting rights. Following the passing of the Waiver Resolutions, Neil Rodol and the Concert Party have been granted waivers of Rule 9 of the Takeover Code by the Takeover Panel in respect of these increases in their interests in Ordinary Shares in the Company.

Unless otherwise defined herein, capitalised terms used in this announcement shall have the same meanings as defined in the circular published by the Company on 22 May 2026.

Enquiries:

Warpaint Sam Bazini - Chief Executive Officer Eoin Macleod - Managing Director Neil Rodol - Chief Financial Officer	c/o IFC
Shore Capital (Nominated Adviser & Joint Broker) Patrick Castle, Daniel Bush, Lucy Bowden - Corporate Advisory Fiona Conroy - Corporate Broking	020 7408 4090
Berenberg (Joint Broker) Clayton Bush, Alix Mecklenburg-Solodkoff, Alex Wright	020 3207 7800
IFC Advisory (Financial PR & IR) Tim Metcalfe, Graham Herring, Florence Staton	020 3934 6632

Warpaint London PLC

Warpaint is a specialist supplier of high quality colour cosmetics and personal care brands at an affordable price, sold under the W7, Technic, Skin & Tan, Super Facialist, Dirty Works and Fish Soho brands. Its brands are sold primarily to major retailers, retail chains and supermarkets, with a growing direct online business. Additionally, in February 2026, Warpaint acquired the Barry M colour cosmetic brand.

 

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