LEI Number: 213800VCU9TBANZIN455
12 May 2022
The Gym Group plc (the "Company")
Annual General Meeting ("AGM") Results
The Company announces that at its Annual General Meeting held earlier today at No. 1 Croydon, 12-16 Addiscombe Road, Croydon, CR0 0XT, all the resolutions set out in the Notice of AGM were passed by the requisite majority. Each of the resolutions put to the AGM was voted on by way of a poll. The results of the poll for each resolution were as follows:
| Resolution * indicates Special Resolution | For (No. of shares) | For (%) | Against (No. of shares) | Against (%) | Votes Withheld (No. of shares) | Total issued share capital instructed (%) |
| 1. To receive the Annual Report and Accounts. | 142,402,186 | 100.00 | 375 | 0.00 | 1,597,945 | 80.05 |
| 2. To approve the Directors' Remuneration Policy. | 137,871,527 | 96.61 | 4,841,266 | 3.39 | 1,287,713 | 80.22 |
| 3. To approve the Remuneration Statement and Remuneration Report. | 102,619,408 | 72.87 | 38,206,463 | 27.13 | 3,174,635 | 79.16 |
| 4. To re-elect Penny Hughes as a Director. | 132,075,533 | 96.74 | 4,446,726 | 3.26 | 7,478,247 | 76.74 |
| 5. To re-elect John Treharne as a Director. | 143,088,240 | 99.37 | 912,266 | 0.63 | 0 | 80.95 |
| 6. To re-elect Richard Darwin as a Director. | 143,112,231 | 99.38 | 888,275 | 0.62 | 0 | 80.95 |
| 7. To re-elect David Kelly as a Director. | 137,246,441 | 95.31 | 6,754,065 | 4.69 | 0 | 80.95 |
| 8. To re-elect Emma Woods as a Director. | 131,959,415 | 91.64 | 12,041,091 | 8.36 | 0 | 80.95 |
| 9. To re-elect Mark George as a Director. | 143,710,129 | 99.80 | 289,920 | 0.20 | 457 | 80.95 |
| 10. To elect Wais Shaifta as a Director. | 141,759,882 | 99.48 | 740,624 | 0.52 | 1,500,000 | 80.11 |
| 11. To elect Rio Ferdinand as a Director. | 134,280,228 | 93.25 | 9,719,379 | 6.75 | 899 | 80.95 |
| 12. To elect Ann-Marie Murphy as a Director. | 143,734,802 | 99.82 | 265,704 | 0.18 | 0 | 80.95 |
| 13. To re-appoint Ernst & Young LLP as auditors of the Company. | 142,499,731 | 98.96 | 1,500,775 | 1.04 | 0 | 80.95 |
| 14. To authorise the Audit and Risk Committee to determine the auditors' remuneration. | 144,000,131 | 100.00 | 375 | 0.00 | 0 | 80.95 |
| 15. To authorise the Company to make political donations and incur political expenditure. | 134,836,578 | 93.64 | 9,163,928 | 6.36 | 0 | 80.95 |
| 16. To authorise the Directors to allot ordinary shares. | 143,484,455 | 99.64 | 516,051 | 0.36 | 0 | 80.95 |
| 17. To disapply statutory pre-emption rights.* | 141,825,758 | 98.49 | 2,174,748 | 1.51 | 0 | 80.95 |
| 18. To disapply statutory pre-emption rights solely in relation to acquisitions and specified capital investments.* | 140,301,842 | 97.43 | 3,698,664 | 2.57 | 0 | 80.95 |
| 19. To authorise the Company to purchase its own ordinary shares.* | 142,490,013 | 98.96 | 1,500,375 | 1.04 | 10,118 | 80.94 |
| 20. To authorise the Directors to hold general meetings on not less than 14 clear days' notice.* | 140,659,074 | 97.68 | 3,341,432 | 2.32 | 0 | 80.95 |
|
NOTES:
| |
| 1. | All resolutions were passed.
|
| 2. | Proxy appointments which gave discretion to the Chairman of the AGM have been included in the "For" total for the appropriate resolution.
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| 3. | Votes "For" and "Against" any resolution are expressed as a percentage of votes validly cast for that resolution.
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| 4. | A "Vote withheld" is not a vote in law and is not counted in the calculation of the percentage of shares voted "For" or "Against" any resolution nor in the calculation of the proportion of "Total issued share capital instructed" for any resolution.
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| 5. | The number of shares in issue at 6:00 p.m. on 10 May 2022 was 177,891,961 (the "Share Capital") and at that time, the Company did not hold any Ordinary shares in treasury. The Company holds 48,050 non-voting Deferred Ordinary share of £1 each in treasury.
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| 6. | The proportion of "Total issued share capital instructed" for any resolution is the total of votes validly cast for that resolution (i.e. the total votes "For" and "Against" that resolution) expressed as a percentage of the Share Capital.
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| 7. | The full text of the resolutions passed at the AGM can be found in the Notice of Annual General Meeting which is available on the Company's website at www.tggplc.com.
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| 8. | A copy of resolutions 14-18 passed at the AGM will shortly be submitted to the National Storage Mechanism and will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
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| 9. | The complete poll results will be available shortly on the Company's website at www.tggplc.com.
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Statement regarding voting result
The Board notes that although there was significant support for all of the resolutions, resolution 3 which passed with approximately 72.87% support, received a vote for of under 80%. The Board welcomes shareholder views and feedback on all aspects of the Annual Report and Accounts, including the subject of remuneration. We believe that the set of circumstances which arose in 2021 are unlikely to re-occur.
We are grateful for the strong shareholder support shown for our forward-looking remuneration policy which may now be applied for the next 3 years (passed at 96.61%).
For further information, please contact:
| The Gym Group: Richard Darwin, CEO Mark George, CFO
| via Tulchan Communications |
| Tulchan Communications: James Macey White Elizabeth Snow Laura Marshall
| +44 (0) 207 353 4200 |
ENDS
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