25 October 2021
Hyve Group plc
(the "Company")
Announcement of Results of General Meeting
A General Meeting of Hyve Group plc was held at 9.00am on Monday 25 October 2021. All resolutions were duly passed by shareholders.
| Resolution(1) | For(2) | Against | Votes Withheld(3) |
| 1. Approve the Directors Remuneration Policy | 156,407,562 | 51,565,240 | 37,382 |
| 2. Approve the Hyve Group Value Creation Plan | 156,728,152 | 51,246,184 | 35,848 |
| (1) | Each resolution was passed by way of a poll and the table above shows the votes cast by poll or by proxy at the General Meeting. |
| (2) | Includes those votes giving the Chairman discretion. |
| (3) | A 'vote withheld' is not a vote in law and is not counted towards the votes cast 'for' or 'against' a resolution. |
The Company's issued share capital as at 25 October 2021 was 265,128,107 ordinary shares. Proxies appointing the Chairman of the meeting were received from shareholders of 207,974,336 shares representing 78.44% of the issued share capital.
A copy of the resolutions passed at the General Meeting has been submitted to the National Storage Mechanism and will shortly be available for inspection at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
The Board was pleased to note that the majority of shareholders voted in support of the Directors' Remuneration Policy (Resolution 1) and the adoption of the Value Creation Plan (Resolution 2). Accordingly, the Policy will take effect for three years and awards will shortly be made under the Value Creation Plan.
However, the Board acknowledges that ca. 25% of shareholders were unable to support the Policy and the Plan. Prior to the General Meeting, the Remuneration Committee consulted extensively with Hyve's largest shareholders on the proposed design and received valuable feedback. A number of amendments were made to the original proposal in response to shareholder feedback, notably setting the VCP base hurdle rate at the top end of the proposed range under discussion, and the creation of a two-tier hurdle approach, delivering a reduced pool size for more modest growth rates and higher payouts for higher levels of shareholder returns. A significant majority of shareholders consulted with supported the amendments to the design, and welcomed the good governance features in the Plan, including the discretionary underpin, malus and clawback provisions, the cap on the number of shares released under the Plan, and the fixed starting VCP base price being no lower than £1.30. As a result, at the end of the engagement process, a significant majority of the shareholders consulted confirmed their intention to support the resolutions at the GM. However, the Board acknowledges and recognises that given the Company's diverse shareholder base, together with the nature of the proposals, there were a significant number of shareholders who did not feel able to support our Policy and the Plan.
The Board values the input from our shareholders, and we are committed to maintaining a dialogue on remuneration matters. We will seek to engage with shareholders who did not support the resolutions in the coming months, to further understand their concerns and their reasons for the votes against the Policy and the Plan. An update will be provided within six months of the General Meeting.
For further information please contact:
| Hyve Group plc Jared Cranney, Company Secretary
|
+44 (0)20 3545 9400
|
| FTI Consulting Charles Palmer / Chris Birt / Jamille Smith / Tom Blundell
|
+44 (0)20 3727 1000
|
About Hyve Group plc
Hyve Group plc is a next-generation global events business whose purpose is to bring together entire sector ecosystems from all corners of the globe. We meet our customer needs to learn, network and trade via both market leading in-person and online events. Hyve Group plc is all about globally consistent best practice and unrivalled quality. Our vision is to create the world's leading portfolio of content-driven, must-attend events delivering an outstanding experience and ROI for our customers. Hyve's market leading portfolio of global brands include: Shoptalk, Spring Fair, MosBuild, Bett, Mining Indaba and recently acquired Retail Meetup, a ground-breaking digital platform enabling online networking and trade to take place at scale.
Where business is personal, where meetings move markets and where today's leaders inspire tomorrow's.
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