Hays PLC

Declaration of Voting Results & Voting Rights Announcements • Nov 15, 2023

National Storage Mechanism | Additional information

RNS Number : 5904T

Hays PLC

15 November 2023

HAYS PLC

ANNUAL GENERAL MEETING 2023

RESULTS OF THE POLL

Hays plc (the "Company") announces the results of the voting by poll on the resolutions put to its Annual General Meeting ("AGM") held at 12:00pm today, Wednesday 15 November 2023. The full text of the resolutions proposed at the AGM is included in the Notice of AGM published on 2 October 2023, which is available on the Company's website at: www.haysplc.com/investors/shareholder-services/agm.

Resolutions 1 to 18 were passed as ordinary resolutions and resolutions 19 to 21 were passed as special resolutions.

The table below shows the votes cast on each resolution.

Resolution

Votes For

%

Votes Against

%

Votes Total

% of ISC Votes

Votes Withheld

1. To receive the Directors' and Auditors' Reports and the financial statements for the year ended 30 June 2023

1,401,748,607

100.00

59,483

0.00

1,401,808,090

88.41%

1,002,059

2. To approve the

Directors' Remuneration

Report

1,386,619,784

98.86

15,993,637

1.14

1,402,613,421

88.46%

196,728

3. To approve the Directors' Remuneration Policy

1,307,126,011

93.20

95,392,505

6.80

1,402,518,516

88.45%

291,633

4. To declare a final dividend

1,400,599,234

99.85

2,040,886

0.15

1,402,640,120

88.46%

168,757

5. To declare a special dividend

1,400,619,085

99.85

2,052,617

0.15

1,402,671,702

88.46%

137,175

6. To elect Dirk Hahn as a director of the Company

1,402,507,798

99.99

70,225

0.01

1,402,578,023

88.46%

230,854

7. To elect Zarin Patel as a director of the Company

1,402,242,192

99.98

249,170

0.02

1,402,491,362

88.45%

317,515

8. To re-elect James Hilton as a director of the Company

1,402,059,167

99.96

534,378

0.04

1,402,593,545

88.46%

215,332

9. To re-elect Joe Hurd as a director of the Company

1,350,640,908

96.31

51,782,137

3.69

1,402,423,045

88.45%

385,832

10. To re-elect Andrew Martin as a director of the Company

1,386,754,033

98.96

14,538,464

1.04

1,401,292,497

88.37%

1,516,380

11. To re-elect Cheryl Millington as a director of the Company

1,350,339,305

96.28

52,106,783

3.72

1,402,446,088

88.45%

362,789

12. To re-elect Susan Murray as a director of the Company

1,349,533,063

96.41

50,304,155

3.59

1,399,837,218

88.28%

2,971,659

13. To re-elect MT Rainey as a director of the Company

1,398,549,850

99.72

3,900,458

0.28

1,402,450,308

88.45%

358,569

14. To re-elect Peter Williams as a director of the Company

1,402,341,420

99.99

106,517

0.01

1,402,447,937

88.45%

360,940

15. To re-appoint PricewaterhouseCoopers LLP as Auditor of the Company

1,120,730,710

99.69

3,505,418

0.31

1,124,236,128

70.90%

278,572,749

16. To authorise the Audit Committee to determine the Auditor's remuneration

1,124,158,894

99.98

206,904

0.02

1,124,365,798

70.91%

278,443,079

17. To authorise the Company to make political donations

1,359,971,198

96.97

42,559,366

3.03

1,402,530,564

88.45%

277,313

18. To authorise the directors to allot Ordinary shares in the Company

1,059,471,354

75.71

339,863,875

24.29

1,399,335,229

88.25%

3,473,648

19. To authorise the directors to disapply pre-emption rights*

1,068,677,751

76.20

333,768,013

23.80

1,402,445,764

88.45%

363,113

20. To authorise the Company to purchase its own shares*

1,399,052,393

99.76

3,434,559

0.24

1,402,486,952

88.45%

321,925

21. To authorise the calling of a general meeting with 14 clear days' notice*

1,332,016,969

94.96

70,632,119

5.04

1,402,649,088

88.46%

159,789

Special resolutions are indicated by an asterisk.

The Board notes that over 20% of votes cast were against the Board's recommendations in respect of resolutions 18 and 19. As explained in the notice of meeting, the Directors have no present intention to exercise the share capital authorities reflected in these resolutions, which provide appropriate flexibility in line with investor body guidelines. The Board will continue to engage with shareholders in respect of resolutions 18 and 19 to ensure their views are understood. In accordance with provision 4 of the UK Corporate Governance Code, the Board will provide an update on this engagement within 6 months of the AGM, as well as a final summary in the Company's 2024 Annual Report.

The issued share capital (ISC) at the close of business on 13 November 2023 was 1,600,433,092 (1,585,630,748

excluding shares held in Treasury). The 'For' vote includes those giving the Chairman discretion. Votes withheld are not votes in law and therefore have not been counted in the calculation of the percentage of votes for or against a resolution.

The full text of each of the resolutions is set out in the Notice of AGM, which is available at www.haysplc.com/investors/shareholder-services/agm In accordance with UK Listing Rule 9.6.2R, copies of the resolutions, other than those concerning ordinary business, passed at the AGM will be submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism

Hannah Shepherd

Deputy Company Secretary

15 November 2023

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.

END

AGMUVRSROKUAAAA