HAYS PLC
ANNUAL GENERAL MEETING 2024
RESULTS OF THE POLL
Hays plc (the "Company") announces the results of the voting by poll on the resolutions put to its Annual General Meeting ("AGM") held at 12:00pm today, Wednesday 20 November 2024. The full text of the resolutions proposed at the AGM is included in the Notice of AGM published on 7 October 2024, which is available on the Company's website at: www.haysplc.com/investors/shareholder-services/agm.
Resolutions 1 to 16 were passed as ordinary resolutions and resolutions 17 to 19 were passed as special resolutions.
The table below shows the votes cast on each resolution.
| Resolution | Votes For | % | Votes Against | % | Votes Total | % of ISC Votes | Votes Withheld | |
| 1. To receive the Directors' and Auditors' Reports and the financial statements for the year ended 30 June 2024 | 1,423,046,079 | 100.00 | 62,195 | 0.00 | 1,423,108,274 | 89.40% | 882,100 | |
| 2. To approve the
| 1,395,608,306 | 98.02 | 28,249,679 | 1.98 | 1,423,857,985 | 89.45% | 132,389 | |
| 3. To declare a final dividend | 1,420,780,887 | 99.77 | 3,207,078 | 0.23 | 1,423,987,965 | 89.46% | 2,409 | |
| 4. To elect Helen Cunningham as a director of the Company | 1,417,701,857 | 99.99 | 168,048 | 0.01 | 1,417,869,905 | 89.07% | 6,120,469 | |
| 5. To elect Anthony Kirby as a director of the Company | 1,420,619,827 | 99.99 | 143,135 | 0.01 | 1,420,762,962 | 89.26% | 3,227,412 | |
| 6. To re-elect Dirk Hahn as a director of the Company | 1,420,705,684 | 99.77 | 3,251,830 | 0.23 | 1,423,957,514 | 89.46% | 32,860 | |
| 7. To re-elect James Hilton as a director of the Company | 1,423,703,558 | 99.98 | 255,068 | 0.02 | 1,423,958,626 | 89.46% | 31,748 | |
| 8. To re-elect Joe Hurd as a director of the Company | 1,411,672,760 | 99.14 | 12,217,202 | 0.86 | 1,423,889,962 | 89.45% | 100,412 | |
| 9. To re-elect Andrew Martin as a director of the Company | 1,416,086,591 | 99.50 | 7,185,430 | 0.50 | 1,423,272,021 | 89.41% | 718,353 | |
| 10. To re-elect Cheryl Millington as a director of the Company | 1,359,433,917 | 95.47 | 64,456,045 | 4.53 | 1,423,889,962 | 89.45% | 100,412 | |
| 11. To re-elect Susan Murray as a director of the Company | 1,359,018,219 | 95.44 | 64,871,743 | 4.56 | 1,423,889,962 | 89.45% | 100,412 | |
| 12. To re-elect Zarin Patel as a director of the Company | 1,414,744,925 | 99.36 | 9,134,732 | 0.64 | 1,423,879,657 | 89.45% | 110,717 | |
| 13. To re-appoint PricewaterhouseCoopers LLP as Auditor of the Company | 1,138,075,426 | 79.93 | 285,849,437 | 20.07 | 1,423,924,863 | 89.45% | 65,511 | |
| 14. To authorise the Audit Committee to determine the Auditor's remuneration | 1,141,186,393 | 80.14 | 282,795,558 | 19.86 | 1,423,981,951 | 89.46% | 8,423 | |
| 15. To authorise the Company to make political donations | 1,137,348,892 | 99.66 | 3,906,162 | 0.34 | 1,141,255,054 | 71.70% | 282,735,320 | |
| 16. To authorise the directors to allot Ordinary shares in the Company | 1,057,674,424 | 74.28 | 366,297,937 | 25.72 | 1,423,972,361 | 89.46% | 18,013 | |
| 17. To authorise the directors to disapply pre-emption rights* | 1,131,003,141 | 79.43 | 292,874,137 | 20.57 | 1,423,877,278 | 89.45% | 113,096 | |
| 18. To authorise the Company to purchase its own shares* | 1,420,743,745 | 99.78 | 3,113,923 | 0.22 | 1,423,857,668 | 89.45% | 132,706 | |
| 19. To authorise the calling of a general meeting with 14 clear days' notice* | 1,340,119,140 | 94.11 | 83,853,722 | 5.89 | 1,423,972,862 | 89.46% | 17,512 |
Special resolutions are indicated by an asterisk.
The Board notes that over 20% of votes cast were against the Board's recommendations in respect of resolutions 13, 16 and 17. The Board will engage with shareholders in respect of these resolutions to ensure their views are understood. In accordance with provision 4 of the UK Corporate Governance Code, the Board will provide an update on this engagement within 6 months of the AGM, as well as a final summary in the Company's 2025 Annual Report.
The issued share capital (ISC) at the close of business on 18 November 2024 was 1,600,433,092 (1,591,794,123
excluding shares held in Treasury). The 'For' vote includes those giving the Chairman discretion. Votes withheld are not votes in law and therefore have not been counted in the calculation of the percentage of votes for or against a resolution.
The full text of each of the resolutions is set out in the Notice of AGM, which is available at www.haysplc.com/investors/shareholder-services/agm In accordance with UK Listing Rule 6.4.2.R, copies of the resolutions, other than those concerning ordinary business, passed at the AGM will be submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
20 November 2024
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