Requisitioned General Meeting – Voting Results

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 discretionary votes)		Votes Against		Votes Withheld	Total Votes Cast (excluding Votes Withheld)
		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: [phone] Rob Barclay, Chief Executive Officer Email: [e-mail] Richard Jones, Interim Chief Financial Officer Alison Hughes, General Counsel & Company Secretary Panmure Liberum Limited (Corporate Broker) Tel: [phone] Tom Scrivens / Atholl Tweedie Houston (PR advisers) Kate Hoare / Charlie Barker Tel: [phone] Email: [e-mail]

 

END