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ONESAVINGS BANK PLC (OSB)

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Thursday 07 May, 2020

ONESAVINGS BANK PLC

Result of AGM

Result of AGM

LEI: 213800WTQKOQI8ELD692

7 May 2020

OneSavings Bank plc

(the ‘Company’)

Results of Annual General Meeting (AGM)

Results of AGM

Results of the proxy voting for the 2020 AGM held on Thursday, 7 May 2020.

All resolutions were passed by the requisite majority on a poll; resolutions 1 to 3 and 6 to 11 as ordinary resolutions, resolutions 4 and 12 to 16 as special resolutions. Resolution 5 was withdrawn due to the unprecedented circumstances relating to COVID-19.

The following proxy votes were cast in respect of the AGM resolutions:

Ordinary Resolutions Total votes For % Total votes Against % Total votes cast % of issued share capital Votes withheld
 1 To receive the Accounts and the Reports 384,135,615 99.99% 41,772 0.01% 384,177,387 86.10% 1,236,514
 2 To approve the Remuneration Report 346,107,741 89.80% 39,302,760 10.20% 385,410,501 86.38% 3,400
 3 To approve the Remuneration Policy 362,457,659 94.37% 21,608,346 5.63% 384,066,005 86.07% 927,854
 4 To authorise the higher variable
remuneration cap
381,448,385 99.99% 35,035 0.01% 381,483,420 85.50% 3,151,289
 5 To declare a dividend (WITHDRAWN) n/a n/a n/a n/a n/a n/a n/a
  6(a) To elect Noël Harwerth 384,888,777 99.86% 524,847 0.14% 385,413,624 86.38% 278
  6(b) To elect Rajan Kapoor 384,881,845 99.86% 522,809 0.14% 385,404,654 86.37% 9,248
 6(c) To re-elect David Weymouth 383,905,330 99.84% 619,909 0.16% 384,525,239 86.18% 888,663
 6(d) To re-elect John Graham Allatt 384,760,360 99.83% 653,264 0.17% 385,413,624 86.38% 278
 6(e) To re-elect Sarah Hedger 384,890,609 99.86% 523,015 0.14% 385,413,624 86.38% 278
 6(f) To re-elect Mary McNamara 373,777,991 96.98% 11,635,632 3.02% 385,413,623 86.38% 278
 6(g) To re-elect Andrew Golding 384,889,138 99.86% 524,486 0.14% 385,413,624 86.38% 278
 6(h) To re-elect April Talintyre 384,454,176 99.75% 959,448 0.25% 385,413,624 86.38% 278
 7 To re-appoint Deloitte LLP as Auditor 385,386,642 99.99% 26,400 0.01% 385,413,042 86.38% 860
 8 To give authority to the Group Audit Committee to agree the Auditor’s remuneration 385,408,687 100.00% 3,355 0.00% 385,412,042 86.38% 1,860
 9 To give authority to make political donations 372,983,610 96.78% 12,428,792 3.22% 385,412,402 86.38% 1,500
 10 To give authority to allot shares (general authority) 381,519,810 98.99% 3,891,237 1.01% 385,411,047 86.38% 2,855
 11 To give authority to allot shares (in relation to Regulatory Capital Convertible Instruments) 383,406,983 99.48% 2,004,064 0.52% 385,411,047 86.38% 2,855
Special Resolutions              
 12 To give authority to disapply pre-emption rights (general authority) 380,244,752 98.66% 5,166,195 1.34% 385,410,947 86.38% 2,955
 13 To give authority to disapply pre-emption rights (acquisitions and specified capital investments) 382,219,507 99.17% 3,191,440 0.83% 385,410,947 86.38% 2,955
 14 To give authority to disapply pre-emption rights (in relation to Regulatory Capital Convertible Instruments) 381,265,556 98.92% 4,145,390 1.08% 385,410,946 86.38% 2,955
 15 To give authority to purchase own shares 384,400,216 99.76% 934,008 0.24% 385,334,224 86.36% 79,677
 16 To authorise the convening of a general meeting other than an AGM on not less than 14 clear days’ notice 379,597,153 98.49% 5,816,749 1.51% 385,413,902 86.38%

 
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NOTES:
1. ‘Total Votes For’ include votes recorded as at the discretion of the appointed proxy.
2. The ‘vote withheld’ option was provided to enable shareholders to refrain from voting on any particular resolution. A vote withheld is not a vote in law and has not been counted in the calculation of the proportion of the vote ‘For’ and ‘Against’ a resolution.
3. At the date of the AGM the issued share capital of the Company was 446,201,467 ordinary shares.
4. The full text of the resolutions is detailed in the Notice of Meeting to be found on the Company website https://www.osb.co.uk/investors/shareholder-services/agm-information/

Copies of the special business resolutions passed at the AGM have been submitted to the UK Listing Authority, and will shortly be available for inspection at the UK Listing Authority’s National Storage Mechanism which is located at https://data.fca.org.uk/#/nsm/nationalstoragemechanism

Board Changes

Tim Brooke, Margaret Hassall and Ian Ward left the Board at the conclusion of the AGM.

Enquiries:

OneSavings Bank plc

Nickesha Graham-Burrell

Head of Company Secretariat

t: 01634 835 796

Brunswick Group

Robin Wrench/Simone Selzer

t: 020 7404 5959

Notes to Editors

About OneSavings Bank plc
OneSavings Bank plc (OSB) began trading as a bank on 1 February 2011 and was admitted to the main market of the London Stock Exchange in June 2014 (OSB.L). OSB joined the FTSE 250 index in June 2015. On 4 October 2019, OSB acquired Charter Court Financial Services Group plc (CCFS) and its subsidiary businesses. OSB is a specialist lending and retail savings Group authorised by the Prudential Regulation Authority, part of the Bank of England, and regulated by the Financial Conduct Authority and Prudential Regulation Authority.

OneSavings Bank

OSB primarily targets market sub-sectors that offer high growth potential and attractive risk-adjusted returns in which it can take a leading position and where it has established expertise, platforms and capabilities. These include private rented sector Buy-to-Let, commercial and semi-commercial mortgages, residential development finance, bespoke and specialist residential lending, secured funding lines and asset finance.

OSB originates mortgages organically via specialist brokers and independent financial advisers through its specialist brands including Kent Reliance for Intermediaries, InterBay Commercial and Prestige Finance. It is differentiated through its use of highly skilled, bespoke underwriting and efficient operating model.

OSB is predominantly funded by retail savings originated through the long-established Kent Reliance name, which includes online and postal channels as well as a network of branches in the South East of England. Diversification of funding is currently provided by securitisation programmes, the Term Funding Scheme and the Bank of England Indexed Long-Term Repo operation.


Charter Court Financial Services Group

CCFS focuses on providing Buy-to-Let and specialist residential mortgages, mortgage servicing, administration and credit consultancy and retail savings products. It operates through its three brands – Precise Mortgages, Exact Mortgage Experts and Charter Savings Bank.

It is differentiated through risk management expertise and best-of-breed automated technology and systems, ensuring efficient processing, strong credit and collateral risk control and speed of product development and innovation. These factors have enabled strong balance sheet growth whilst maintaining high credit quality mortgage assets.

CCFS is predominantly funded by retail savings originated through its Charter Savings Bank brand. Diversification of funding is currently provided by securitisation programmes, the Term Funding Scheme and the Bank of England Indexed Long-Term Repo operation.


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