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Results of Annual General Meeting

02 May 2019

At the Annual General Meeting of the Company held on 2 May 2019, all resolutions put to shareholders were duly passed on a poll with the required majorities. The full text of each resolution is contained in the Notice of Annual General Meeting. Resolutions 1 to 18 were passed as ordinary resolutions. Resolutions 19 to 22 were passed as special resolutions.

The total number of ordinary shares in issue (excluding shares held in treasury) at the close of business on 30 April 2019 was 604,948,281.

The final votes received in respect of each resolution put to the meeting were as set out below.



Votes for (including discretionary votes) % Votes for Votes against % Votes against Total number of votes validly cast % of the Company's issued share capital represented by votes validly cast Votes withheld*
Ordinary Resolutions






1

To receive and adopt the Annual Report & Accounts 486,827,898 99.99 37,883 0.01 486,865,781 80.48% 2,357,683

2

To approve the Directors' Remuneration Report 469,031,339 96.68 16,098,201 3.32 485,129,540 80.19% 4,093,923

3

To approve the Directors' Remuneration Policy 474,625,161 97.15 13,908,311 2.85 488,533,472 80.76% 689,992

4

To declare a final dividend of 7.9 pence per ordinary share 488,551,247 100.00 5,667 0.00 488,556,914 80.76% 666,551

5

To elect Karen Caddick 486,462,714 99.57 2,089,341 0.43 488,552,055 80.76% 671,410

6

To re-elect Mark Allen 482,320,289 99.42 2,809,057 0.58 485,129,346 80.19% 4,094,118

7

To re-elect Andrew Cripps 481,816,084 98.62 6,721,508 1.38 488,537,592 80.76% 685,873

8

To re-elect Geoff Drabble 482,323,340 99.42 2,806,942 0.58 485,130,282 80.19% 4,093,182

9

To re-elect Tiffany Hall 474,591,580 97.15 13,945,217 2.85 488,536,797 80.76% 686,668

10

To re-elect Andrew Livingston 488,511,419 99.99 25,378 0.01 488,536,797 80.76% 686,668

11

To re-elect Richard Pennycook 470,408,896 98.76 5,892,187 1.24 476,301,083 78.73% 12,922,482

12

To re-elect Mark Robson 488,339,732 99.96 199,315 0.04 488,539,047 80.76% 684,418

13

To re-elect Debbie White 456,494,924 99.42 2,685,719 0.58 459,180,643 75.90% 30,042,822

14

To re-appoint Deloitte LLP as the Auditor 480,461,939 98.34 8,086,560 1.66 488,548,499 80.76% 674,965

15

To authorise the Directors to determine the remuneration of the Auditor 485,541,971 99.38 3,008,510 0.62 488,550,481 80.76% 672,983

16

To renew authority to make political donations 473,246,259 98.18 8,771,189 1.82 482,017,448 79.68% 7,206,017

17

To renew the Directors' authority to allot shares 442,291,665 90.41 46,893,353 9.59 489,185,018 80.86% 38,447

18

To approve the adoption of the Long Term Incentive Plan 478,468,118 97.80 10,740,770 2.20 489,208,888 80.87% 14,576
Special Resolutions






19

To renew the Directors' authority for the disapplication of pre-emption rights 488,469,800 99.86 695,483 0.14 489,165,283 80.86% 58,182

20

To renew the Directors' authority to make market purchases of the Company's own shares 484,926,923 99.16 4,124,829 0.84 489,051,752 80.84% 171,712

21

To replace article 135 of the Company's articles of association 488,463,460 100.00 17,297 0.00 488,480,757 80.75% 742,708

22

To authorise general meetings to be held on 14 clear days' notice 462,542,195 94.68 26,011,470 5.32 488,553,665 80.76% 669,800

*A vote "withheld" is not a vote in law. Votes "withheld" were not counted in the calculation of the proportion of the votes for and against each of the resolutions.

In accordance with the Listing Rules, a copy of the resolutions passed, other than ordinary business, will be submitted to the National Storage Mechanism and will be available for inspection at www.morningstar.co.uk/uk/NSM.

Full details of the poll results will also be available on the Company's website: www.howdenjoinerygroupplc.com/investors/shareholder/agm/

 

Enquiries:

Forbes McNaughton, Company Secretary: +44 (0) 207 535 1137

 

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