23 November 2023
PZ CUSSONS PLC
(the 'Company')
Annual General Meeting
At the Annual General Meeting of the Company held today at Manchester Business Park, 3500 Aviator Way, Manchester, M22 5TG all resolutions were passed on a poll.
The polling results for each resolution are set out below:
| | RESOLUTION | VOTES FOR | % | VOTES AGAINST | % | VOTES TOTAL | % of ISC VOTED | VOTES WITHHELD |
| 1 | To receive the audited financial statements | 343,899,794 | 99.99 | 20,098 | 0.01 | 343,919,892 | 80.22 | 192,721 |
| 2 | To approve the Report on Directors' Remuneration | 321,140,960 | 93.34 | 22,924,118 | 6.66 | 344,065,078 | 80.25 | 47,535 |
| 3 | To approve the Directors Remuneration Policy | 236,473,923 | 71.24 | 95,488,209 | 28.76 | 331,962,132 | 77.43 | 12,150,481 |
| 4 | To declare a final dividend | 322,595,244 | 93.76 | 21,468,612 | 6.24 | 344,063,856 | 80.25 | 48,757 |
| 5 | To re-elect J C Myers | 343,940,555 | 99.96 | 136,165 | 0.04 | 344,076,720 | 80.26 | 35,893 |
| 6 | To re-elect S Pollard | 343,956,747 | 99.98 | 81,204 | 0.02 | 344,037,951 | 80.25 | 74,662 |
| 7 | To elect D A Tyler | 342,798,483 | 99.65 | 1,216,086 | 0.35 | 344,014,569 | 80.24 | 98,044 |
| 8 | To re-elect K Bashforth | 315,036,306 | 91.57 | 28,997,387 | 8.43 | 344,033,693 | 80.25 | 78,920 |
| 9 | To re-elect J R Nicolson | 320,852,204 | 93.25 | 23,219,089 | 6.75 | 344,071,293 | 80.25 | 41,320 |
| 10 | To re-elect J C D Townsend | 321,578,690 | 93.47 | 22,454,794 | 6.53 | 344,033,484 | 80.25 | 79,129 |
| 11 | To re-elect J Sodha | 315,040,993 | 91.57 | 28,991,247 | 8.43 | 344,032,240 | 80.25 | 80,373 |
| 12 | To re-elect V Juarez | 312,147,196 | 90.73 | 31,887,044 | 9.27 | 344,034,240 | 80.25 | 78,373 |
| 13 | To appoint the auditor of the Company | 343,982,328 | 99.98 | 70,146 | 0.02 | 344,052,474 | 80.25 | 60,139 |
| 14 | To fix the remuneration of the auditor | 344,007,019 | 99.99 | 41,851 | 0.01 | 344,048,870 | 80.25 | 63,743 |
| 15 | To allot shares | 321,744,413 | 93.52 | 22,305,387 | 6.48 | 344,049,800 | 80.25 | 62,813 |
| 16* | To disapply statutory pre-emption rights on the allotment of shares | 311,330,806 | 90.51 | 32,658,097 | 9.49 | 343,988,903 | 80.24 | 123,444 |
| 17* | To disapply statutory pre-emption rights on the allotment of shares for an acquisition or capital investment | 298,468,191 | 86.75 | 45,571,126 | 13.25 | 344,039,317 | 80.25 | 73,296 |
| 18* | To make market purchases of Ordinary Shares | 343,935,054 | 99.98 | 84,776 | 0.02 | 344,019,830 | 80.24 | 92,783 |
| 19* | To permit the calling of a general meeting with no less than 14 clear days' notice | 319,944,138 | 92.98 | 24,153,328 | 7.02 | 344,097,466 | 80.26 | 14,997 |
| 20 | To make political donations | 341,886,055 | 99.36 | 2,204,782 | 0.64 | 344,090,837 | 80.26 | 21,776 |
*Special Resolution
VOTES OF INDEPENDENT SHAREHOLDERS ON THE RESOLUTIONS CONCERNING THE RE-ELECTION OF THE INDEPENDENT NON-EXECUTIVE DIRECTORS
| | Resolution | VOTES FOR | % | VOTES AGAINST | % | VOTES TOTAL | % of ISC VOTED |
| 8 | To re-elect K Bashforth | 133,262,929 | 82.13 | 28,997,387 | 17.87 | 162,260,316 | 66.55 |
| 9 | To re-elect J R Nicolson | 139,078,827 | 85.69 | 23,219,089 | 14.31 | 162,297,916 | 66.57 |
| 10 | To re-elect J C D Townsend | 139,805,313 | 86.16 | 22,454,794 | 13.84 | 162,260,107 | 66.55 |
| 11 | To re-elect J Sodha | 133,267,616 | 82.13 | 28,991,247 | 17.87 | 162,258,863 | 66.55 |
| 12 | To re-elect V Juarez | 130,373,819 | 80.35 | 31,887,044 | 19.65 | 162,260,863 | 66.55 |
Notes:
(a) The votes "for" include those votes giving the Chair discretion.
(b) A "vote withheld" is not counted towards the votes cast "for" or "against" a resolution.
(c) The total number of shares in issue on 23 November 2023 was 428,724,960.
(d) In accordance with LR 9.6.2, copies of the relevant ordinary and special resolutions passed at the meeting have been submitted to the FCA's National Storage Mechanism and will shortly be available to view at https://data.fca.org.uk/#/nsm/nationalstoragemechanism . The full text of the resolutions passed at the Annual General Meeting can be found in the Notice of Annual General Meeting, which is available for inspection at the National Storage Mechanism and also on the Company's website at www.pzcussons.com.
(e) The Board notes that Resolution 3 received a number of votes against which, based on extensive engagement with shareholders, the Board understands is primarily attributable to the adoption of a Restricted Share Plan (RSP). The Remuneration Committee continues to believe that the adoption of an RSP will more closely align the interests of our Executive Directors with shareholders. The Board recognises the time and feedback already provided by investors on this matter and will continue to engage constructively with shareholders. In accordance with the 2018 Corporate Governance Code, the Board will provide an update within six months of the Annual General Meeting.
K Massie
Company Secretary
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