Schroders plc
Annual General Meeting ('AGM') 2024 Results
Schroders plc ('Schroders') confirms that all resolutions put to the AGM held earlier today were passed and the results are as follows:
| | Resolution | For (including discretionary) | % | Against | % | Withheld | Votes cast as a percentage of Schroders issued ordinary share capitalǂ |
| 1 | To receive the Annual Report & Accounts | 1,430,713,416
| 100.00
| 5,831
| 0.00
| 1,356,589
| 88.75%
|
| 2 | To declare the Final Dividend | 1,431,032,395 | 100.00 | 12,571 | 0.00 | 1,030,870 | 88.77% |
| 3 | To approve the Remuneration report | 1,379,172,791 | 96.38 | 51,815,946 | 3.62 | 1,087,099 | 88.77% |
| 4 | To elect Iain Mackay | 1,430,887,851 | 100.00 | 39,680 | 0.00 | 1,148,305 | 88.76% |
| 4* | To elect Iain Mackay | 721,522,083 | 99.99 | 39,680 | 0.01 | 191,933 | 80.07% |
| 5 | To elect Richard Oldfield | 1,429,947,177 | 99.93 | 997,840 | 0.07 | 1,130,819 | 88.76% |
| 6 | To elect Annette Thomas | 1,429,808,885 | 99.92 | 1,110,684 | 0.08 | 1,156,267 | 88.76% |
| 6* | To elect Annette Thomas | 720,443,117 | 99.85 | 1,110,684 | 0.15 | 199,895 | 80.07% |
| 7 | To elect Frederic Wakeman | 1,430,883,275 | 100.00 | 33,406 | 0.00 | 1,159,155 | 88.76% |
| 7* | To elect Frederic Wakeman | 721,517,507 | 100.00 | 33,406 | 0.00 | 202,783 | 80.07% |
| 8 | To re-elect Dame Elizabeth Corley | 1,420,899,953 | 99.30 | 10,033,985 | 0.70 | 1,141,898 | 88.76% |
| 8* | To re-elect Dame Elizabeth Corley | 711,534,185 | 98.61 | 10,033,985 | 1.39 | 185,526 | 80.07% |
| 9 | To re-elect Peter Harrison | 1,429,912,059 | 99.93 | 1,045,702 | 0.07 | 1,118,075 | 88.77% |
| 10 | To re-elect Ian King
| 1,422,944,890 | 99.44 | 7,971,782 | 0.56 | 1,159,164 | 88.76% |
| 10* | To re-elect Ian King
| 713,579,122 | 98.90 | 7,971,782 | 1.10 | 202,792 | 80.07% |
| 11 | To re-elect Rakhi Goss-Custard | 1,423,283,639 | 99.47 | 7,631,520 | 0.53 | 1,160,677 | 88.76% |
| 11* | To re-elect Rakhi Goss-Custard | 713,917,871 | 98.94 | 7,631,520 | 1.06 | 204,305 | 80.07% |
| 12 | To re-elect Deborah Waterhouse | 1,420,039,414 | 99.44 | 7,964,770 | 0.56 | 4,071,652 | 88.58% |
| 12* | To re-elect Deborah Waterhouse | 710,673,646 | 98.89 | 7,964,770 | 1.11 | 3,115,280 | 79.74% |
| 13 | To re-elect Matthew Westerman | 1,400,610,800 | 97.88 | 30,315,125 | 2.12 | 1,149,911 | 88.76% |
| 13* | To re-elect Matthew Westerman | 691,245,032 | 95.80 | 30,315,125 | 4.20 | 193,539 | 80.07% |
| 14 | To re-elect Claire Fitzalan Howard | 1,401,301,455 | 97.93 | 29,622,569 | 2.07 | 1,151,812 | 88.76% |
| 15 | To re-elect Leonie Schroder | 1,401,308,200 | 97.93 | 29,637,059 | 2.07 | 1,130,577 | 88.76% |
| 16 | To re-appoint Ernst & Young LLP as auditor | 1,427,940,310 | 99.79 | 3,052,692 | 0.21 | 1,082,834 | 88.77% |
| 17 | To authorise the Audit and Risk Committee to determine the auditor's remuneration | 1,430,935,605
| 99.99
| 96,047
| 0.01
| 1,044,184
| 88.77%
|
| 18 | To authorise Political Donations | 1,321,280,036 | 99.05 | 12,687,400 | 0.95 | 98,108,400 | 82.75% |
| 19ǂ | To approve the Panel's Waiver regarding Rule 9 of the Takeover Code | 687,559,153 | 95.33 | 33,684,950 | 4.67 | 971,769 | 44.74% |
| 20 | To authorise the purchase of own shares | 1,411,032,179 | 98.61 | 19,954,103 | 1.39 | 1,089,554 | 88.77% |
| 21 | Notice of general meetings | 1,398,066,147 | 97.70 | 32,943,604 | 2.30 | 1,061,885 | 88.77% |
As announced on 29 February 2024, Rhian Davies did not stand for re-election and stepped down as a Director at the conclusion of the Annual General Meeting.
For the purposes of section 341 of the Companies Act 2006, the votes validly cast are expressed in the table above as a percentage of Schroders' total issued ordinary share capital as at 6pm on 23 April 2024, being the time at which a shareholder had to be registered in the register of members in order to attend and vote at the AGM. A vote "withheld" is not a vote in law and has not been counted as a vote "for" or "against" a resolution.
The number of ordinary shares in issue at the date of this announcement is 1,612,071,525.
Resolutions 20 and 21 were passed as special resolutions. Copies of resolutions 18, 19, 20 and 21 will be filed at Companies House.
* In accordance with Listing Rule 9.2.2E, to be passed, resolutions 4, 6, 7, 8 and 10 to 13 must be approved by a simple majority of all shareholders and by a simple majority of the independent shareholders. The results of the independent shareholder vote on the applicable Resolutions are set out in 4*, 6*, 7*, 8* and 10* to 13*.
The Schroders issued ordinary share capital used for Resolutions 4*, 6*, 7*, 8* and 10* to 13* is 901,202,939 which is the total number of ordinary shares held by independent shareholders.
ǂ Only the votes of independent shareholders have been counted in determining the result of Resolution 19.
In accordance with LR 9.6.2, a copy of the resolutions passed, other than resolutions concerning ordinary business, at today's AGM will be submitted to the National Storage Mechanism and will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
The Chair's and Chief Executive's AGM update and a summary of the questions asked on the day and by email will be published on the AGM page of our website at www.schroders.com/AGM.
Enquiries:
Graham Staples
Company Secretary
Schroders plc
Tel: 020 7658 6000
25 April 2024
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