Hays PLC

Declaration of Voting Results & Voting Rights Announcements • Nov 20, 2024

National Storage Mechanism | Additional information

RNS Number : 0138N

Hays PLC

20 November 2024

HAYS PLC

ANNUAL GENERAL MEETING 2024

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 20 November 2024. The full text of the resolutions proposed at the AGM is included in the Notice of AGM published on 7 October 2024, which is available on the Company's website at: www.haysplc.com/investors/shareholder-services/agm.

Resolutions 1 to 16 were passed as ordinary resolutions and resolutions 17 to 19 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 2024

1,423,046,079

100.00

62,195

0.00

1,423,108,274

89.40%

882,100

2. To approve the

Directors' Remuneration

Report

1,395,608,306

98.02

28,249,679

1.98

1,423,857,985

89.45%

132,389

3. To declare a final dividend

1,420,780,887

99.77

3,207,078

0.23

1,423,987,965

89.46%

2,409

4. To elect Helen Cunningham as a director of the Company

1,417,701,857

99.99

168,048

0.01

1,417,869,905

89.07%

6,120,469

5. To elect Anthony Kirby as a director of the Company

1,420,619,827

99.99

143,135

0.01

1,420,762,962

89.26%

3,227,412

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

1,420,705,684

99.77

3,251,830

0.23

1,423,957,514

89.46%

32,860

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

1,423,703,558

99.98

255,068

0.02

1,423,958,626

89.46%

31,748

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

1,411,672,760

99.14

12,217,202

0.86

1,423,889,962

89.45%

100,412

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

1,416,086,591

99.50

7,185,430

0.50

1,423,272,021

89.41%

718,353

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

1,359,433,917

95.47

64,456,045

4.53

1,423,889,962

89.45%

100,412

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

1,359,018,219

95.44

64,871,743

4.56

1,423,889,962

89.45%

100,412

12. To re-elect Zarin Patel as a director of the Company

1,414,744,925

99.36

9,134,732

0.64

1,423,879,657

89.45%

110,717

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

1,138,075,426

79.93

285,849,437

20.07

1,423,924,863

89.45%

65,511

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

1,141,186,393

80.14

282,795,558

19.86

1,423,981,951

89.46%

8,423

15. To authorise the Company to make political donations

1,137,348,892

99.66

3,906,162

0.34

1,141,255,054

71.70%

282,735,320

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

1,057,674,424

74.28

366,297,937

25.72

1,423,972,361

89.46%

18,013

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

1,131,003,141

79.43

292,874,137

20.57

1,423,877,278

89.45%

113,096

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

1,420,743,745

99.78

3,113,923

0.22

1,423,857,668

89.45%

132,706

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

1,340,119,140

94.11

83,853,722

5.89

1,423,972,862

89.46%

17,512

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 13, 16 and 17. The Board will engage with shareholders in respect of these resolutions 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 2025 Annual Report.

The issued share capital (ISC) at the close of business on 18 November 2024 was 1,600,433,092 (1,591,794,123

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 6.4.2.R, 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

20 November 2024

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