LEI Number: 213800VCU9TBANZIN455
11 May 2023
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. | 116,602,370 | 100.00% | 1,067 | 0.00% | 1,380,000 | 65.37% |
| 2. To approve the Remuneration Statement and Remuneration Report. | 105,047,207 | 89.04% | 12,936,030 | 10.96% | 200 | 66.14% |
| 3. To re-elect John Treharne as a Director. | 111,817,322 | 94.77% | 6,166,115 | 5.23% | 0 | 66.14% |
| 4. To elect Luke Tait as a Director. | 115,460,404 | 97.86% | 2,522,794 | 2.14% | 239 | 66.14% |
| 5. To re-elect Ann-marie Murphy as a Director. | 115,414,766 | 97.82% | 2,568,671 | 2.18% | 0 | 66.14% |
| 6. To re-elect Emma Woods as a Director. | 117,462,552 | 99.56% | 520,885 | 0.44% | 0 | 66.14% |
| 7. To elect Elaine O'Donnell as a Director. | 117,981,930 | 100.00% | 1,308 | 0.00% | 199 | 66.14% |
| 8. To re-elect Wais Shaifta as a Director. | 116,076,401 | 98.38% | 1,906,837 | 1.62% | 199 | 66.14% |
| 9. To elect Richard Stables as a Director. | 115,243,923 | 97.68% | 2,739,315 | 2.32% | 199 | 66.14% |
| 10. To elect Simon Jones as a Director. | 117,981,930 | 100.00% | 1,308 | 0.00% | 199 | 66.14% |
| 11. To re-appoint Ernst & Young LLP as auditors of the Company. | 116,601,771 | 98.83% | 1,381,467 | 1.17% | 199 | 66.14% |
| 12. To authorise the Audit and Risk Committee to determine the auditors' remuneration. | 117,981,970 | 100.00% | 1,467 | 0.00% | 0 | 66.14% |
| 13. To authorise the Company to make political donations and incur political expenditure. | 109,417,733 | 92.74% | 8,565,505 | 7.26% | 199 | 66.14% |
| 14. To authorise the Directors to allot ordinary shares. | 117,940,225 | 99.96% | 43,172 | 0.04% | 40 | 66.14% |
| 15. To disapply statutory pre-emption rights.* | 109,708,147 | 92.99% | 8,275,290 | 7.01% | 0 | 66.14% |
| 16. To disapply statutory pre-emption rights solely in relation to acquisitions and specified capital investments.* | 109,708,147 | 92.99% | 8,275,290 | 7.01% | 0 | 66.14% |
| 17. To authorise the Company to purchase its own ordinary shares.* | 116,602,370 | 98.83% | 1,381,067 | 1.17% | 0 | 66.14% |
| 18. To authorise the Directors to hold general meetings on not less than 14 clear days' notice.* | 115,540,342 | 97.93% | 2,443,095 | 2.07% | 0 | 66.14% |
|
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.
|
| 3. | Votes "For" and "Against" any resolution are expressed as a percentage of votes validly cast for that resolution.
|
| 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.
|
| 5. | The number of shares in issue at 6:00 p.m. on 9 May 2023 was 178,377,785 (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 shares 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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For further information, please contact:
| The Gym Group: John Treharne, Chair of the Board Luke Tait, CFO
| via Teneo |
| Teneo: James Macey White Laura Marshall
| +44 (0) 207 353 4200 |
ENDS
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