AGM Information • Jul 29, 2025
AGM Information
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If you are in any doubt as to the action you should take, you are recommended to seek your own financial advice from your stockbroker, solicitor, accountant or other independent adviser authorised under the Financial Services and Markets Act 2000 if you are resident in the UK or, if you reside elsewhere, another appropriately authorised financial adviser.
If you have recently sold or transferred all of your shares in Games Workshop Group PLC, please send this notice and the accompanying documents as soon as possible to the purchaser or transferee or to the person who arranged the sale or transfer, so they can pass these documents to the person who now holds the shares.
Notice is hereby given that the annual general meeting of Games Workshop Group PLC (the 'Company') will be held at Willow Road, Nottingham, NG7 2WS, at 10:00 a.m. on 17 September 2025 for the following purposes:
As ordinary business to consider and, if thought fit, to pass the following resolutions 1 to 11 as ordinary resolutions:
To receive the Company's annual financial statements for the 52 weeks ended 1 June 2025 together with the directors' report, the remuneration report and the independent auditor's report on those financial statements, the auditable part of the remuneration report and the directors' report.
To re-elect Kevin Rountree as a director.
To re-elect Elizabeth Harrison as a director.
To re-elect Mark Lam as a director.
To re-elect Randal Casson as a director.
To re-elect Kate Marsh as a director.
To elect Eric Maugein as a director.
To elect Neil Tomlinson as a director.
To re-appoint KPMG LLP as independent auditors to hold office until the conclusion of the next general meeting at which financial statements are laid by the Company.
To authorise the directors to fix the auditor's remuneration.
To approve the remuneration report (excluding the directors' remuneration policy set out on pages 44 to 50) for the 52 weeks ended 1 June 2025.
To consider and, if thought fit, pass the following resolutions, of which resolutions 12 and 13 will be proposed as ordinary resolutions and resolutions 14 and 15 will be proposed as special resolutions.
That:
That, in accordance with section 551 of the Companies Act 2006 (the 'Act'), the directors of the Company (the 'directors' or the 'board') be generally and unconditionally authorised to allot shares in the Company and to grant rights to subscribe for or convert any security into shares in the Company:
but subject to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in or under the laws of any territory or the requirements of any regulatory body or stock exchange.
The authorities conferred on the directors under paragraphs (a) and (b) shall, unless renewed, varied or revoked by the Company, expire on 16 December 2026 or, if earlier, the date of the next annual general meeting of the Company save that the Company may, before such expiry, make offers or agreements which would or might require shares to be allotted or rights to subscribe for or convert securities into shares to be granted and the directors may allot shares or grant rights to subscribe for or convert securities into shares in pursuance of such offer or agreement notwithstanding that the authority conferred by this resolution has expired.
This resolution revokes and replaces all unexercised authorities previously granted to the directors to allot shares or grant rights to subscribe for or convert securities into shares but without prejudice to any allotment of shares or grant of rights already made, offered or agreed to be made pursuant to such authorities.
That subject to the passing of resolution 13 above, the directors of the Company be given the general power pursuant to sections 570 to 573 of the Act to allot or make offers or agreements to allot equity securities for cash, either pursuant to the authority conferred by resolution 13 above or by way of a sale of treasury shares for cash, as if section 561(1) of the Act did not apply to any such allotment or sale, provided that this power shall be limited to:
The power granted by this resolution will expire on 16 December 2026 or, if earlier, the conclusion of the Company's next annual general meeting (unless renewed, varied or revoked by the Company prior to or on such date) save that the Company may, before such expiry make offers or agreements which would or might require equity securities to be allotted after such expiry and the directors may allot equity securities in pursuance of any such offer or agreement notwithstanding that the power conferred by this resolution has expired. This resolution revokes and replaces all unexercised powers previously granted to the directors to allot equity securities as if either section 89(1) of the Companies Act 1985 or section 561(1) of the Act did not apply but without prejudice to any allotment of equity securities already made or agreed to be made pursuant to such authorities. For the purposes of this resolution the expression 'equity securities' and references to 'allotment of equity securities' respectively have the meanings given to them in section 560 of the Act.
That the Company be and is hereby granted general and unconditional authority for the purposes of section 701 of the Act to make market purchases (within the meaning of section 693(4) of the Act) of ordinary shares of 5p each in the capital of the Company ('ordinary shares') on such terms and in such manner as the directors may from time to time determine provided that:
By order of the Board Ross Matthews Company secretary 28 July 2025 Registered office: Willow Road, Lenton Nottingham, NG7 2WS Registered in England and Wales under number 2670969
This is a standard resolution common to all annual general meetings, whereby members will be asked to receive the Company's annual financial statements for the 52 weeks ended 1 June 2025 together with the relevant reports thereon.
The following directors will stand for re-election in accordance with the UK Corporate Governance Code and the Company's articles of association:
In addition, Eric Maugein and Neil Tomlinson were appointed as directors of the Board following last year's AGM and, in accordance with the Company's articles of association, retire at this Annual General Meeting and accordingly offer themselves up for election.
Each of the above directors has indicated their willingness to offer themselves for election or re-election.
The board, having considered the mix of skills, knowledge and experience of the directors confirms that each director continues to perform their duties effectively, showing integrity and high ethical standards whilst maintaining sound, independent judgement in respect of all decisions taken at board level. It is the board's view that each director's contribution is, and continues to be, important to the Company's long‑term sustainable success.
Biographical details for each of the directors standing for re-election can be found on pages 21 and 22 of the 2025 annual report.
The Company is required to appoint an auditor at each meeting at which financial statements are presented and KPMG LLP have indicated their willingness to continue in office. Accordingly, resolutions 9 and 10, subject to the approval of the shareholders of the Company, re-appoints KPMG LLP as auditors of the Company and authorises the directors to determine the remuneration of the auditors.
Shareholders will be requested to approve the remuneration report (excluding the directors' remuneration policy) for the financial period ended 1 June 2025 detailed on pages 41 to 56 of the 2025 annual report. In accordance with the Companies Act 2006 (the 'Act'), the vote on the remuneration report resolution is advisory and accordingly no remuneration is conditional on this resolution being passed.
This resolution seeks shareholder approval for the amendment of the Games Workshop Group 2025 Sharesave Plan (formerly known as the Games Workshop Group 2015 Sharesave Plan, the 'Plan').
The Plan was adopted in 2015 and expires for the purposes of new grants in September 2025. Approval for amendments to the Plan is therefore being sought to enable options to be granted going forwards. A summary of the principal terms of the Plan as it is proposed to be amended is set out in the Appendix to this Notice of Meeting. The changes which require shareholder approval are as follows.
Generally, the directors may only allot shares in the Company (or grant rights to subscribe for, or to convert any security into, shares in the Company) if they have been authorised to do so by shareholders.
If passed, resolution 13 will authorise the directors to allot ordinary shares in the Company (and to grant rights to subscribe for, or to convert any security into, ordinary shares in the Company) (i) up to an aggregate nominal amount equal to £549,529 (representing 10,990,580 ordinary shares) as reduced by allotment or grant of rights under paragraph (b) of the resolution in excess of this amount. This amount (before any reduction) represents approximately one-third of the Company's ordinary share capital as at 28 July 2025, being the latest practicable date before publication of this notice; and (ii) comprising equity securities in connection with a fully pre-emptive offer only, up to a nominal amount equal to £1,099,058 (representing 21,981,160 of ordinary shares) as reduced by any allotment or grant of rights under paragraph (a) of the resolution. This amount represents approximately two-thirds of the Company's ordinary share capital (excluding treasury shares) as at 28 July 2025.
If granted, this authority will expire at the conclusion of the Company's next annual general meeting or 15 months from the passing of the resolution (whichever is earlier). It is the directors' intention to renew the allotment authority each year.
The directors have no current intention to exercise either of the authorities sought under resolution 13. However, the directors consider that it is in the best interests of the Company to have the authorities available so that they have the maximum flexibility permitted by institutional shareholder guidelines to allot shares or grant rights without the need for a general meeting should they determine that it is appropriate to do so.
This resolution complies with the latest edition of the Investment Association Share Capital Management Guidelines (the 'Investment Association Guidelines').
Resolution 14, if passed, would enable the directors to allot shares for cash on a non pre-emptive basis in limited circumstances. It is proposed to authorise the directors to issue shares for cash up to an aggregate nominal amount of £82,429 (which represents approximately 5% of the Company's issued share capital as at 28 July 2025), without having to first offer them to shareholders in proportion to their existing holdings. In addition, in accordance with normal practice, the resolution would enable the Board to deal with overseas shareholders and fractional entitlements as it thinks fit in the context of any preemptive offer, such as a rights issue or open offer.
If granted, this authority will expire at the conclusion of the Company's next annual general meeting or 15 months from the passing of the resolution (whichever is earlier). It is the directors' intention to renew this authority each year.
The directors are aware of the Pre‑Emption Group's most recent Statement of Principles on Disapplying Pre‑emption Rights published in November 2022 ('Statement of Principles') and the increased pre-emption disapplication limits which those guidelines permit. Whilst, in accordance with the Investment Association's Guidelines, the format of resolution 14 follows the template resolutions provided by the Pre-Emption Group (in so far as is applicable to the Company's situation), the directors consider a disapplication of 5% of the issued ordinary share capital of the Company to be appropriate for its present circumstances, noting that such amount is in line with the Pensions & Investment Research Consultants' (PIRC) recommendations. The directors will keep emerging market practice under review.
The directors confirm that they will follow the shareholder protections in Part 2B of the Statement of Principles and also confirm that it will follow the expected features of a follow-on offer as set out in paragraph 3 of Part 2B of the Statement of Principles.
The Board has no current intention to exercise this authority.
A company may only purchase its own shares by either an off-market purchase, in pursuance of a contract approved in advance in accordance with section 694 of the Act or by a market purchase, authorised in accordance with section 701 of the Act. A 'market purchase' is one made through a 'recognised investment exchange'. Although the Act only requires an ordinary resolution, the Investment Association Guidelines recommend that the resolution should be passed as a special resolution. This resolution 15 authorises market purchases of the Company's own shares to be made but only within the limitations specified. In accordance with Investment Association Guidelines the maximum number of shares purchased under this authority must not exceed 3,297,175 ordinary shares (representing 10 per cent. of the Company's issued ordinary shares as at 28 July 2025). The resolution also states the minimum price which may be paid (being the nominal value of 5p per ordinary share) and the maximum price being the higher of: (i) an amount equal to 105 per cent of the average market value of an ordinary share in the Company for the five business days prior to the day on which the purchase is made; and (ii) the value of an ordinary share calculated on the basis of the higher of the price quoted for: (a) the last independent trade of; and (b) the highest current independent bid for, any number of the Company's ordinary shares on the trading venue where the purchase is carried out.
As recommended by the Investment Association Guidelines, the Company renews this authority on an annual basis at each annual general meeting.
The directors have no current intention of exercising this authority to purchase the Company's ordinary shares. As recommended by the Investment Association Guidelines, the Company will only exercise this authority to make such a purchase in the market if the directors consider it is in the best interests of the shareholders generally to do so and only if they considered the effect would be an increase in earnings per share.
The Company is permitted to hold shares it has purchased in treasury, as an alternative to cancelling them. Shares held in treasury may subsequently be cancelled, sold for cash or used to satisfy options exercised under any of the Company's share schemes. Whilst held in treasury, the shares are not entitled to receive any dividend or dividend equivalent (apart from any issue of bonus shares) and have no voting rights. The directors believe it is appropriate for the Company to have the option to hold its own shares in treasury if, at a future date, the directors exercise this authority. The directors will have regard to investor group guidelines which may be in force at the time of any such purchase, holding or re-sale of shares held in treasury.
If granted, this authority will expire at the conclusion of the Company's next annual general meeting or 15 months after the passing of the resolution (whichever is earlier). It is the directors' intention to renew this authority each year.
The directors of the Company consider that all the proposals to be considered at the meeting are in the best interests of the Company and its shareholders as a whole. The directors unanimously recommend that you vote in favour of all the proposed resolutions as they intend to do in respect of their own beneficial holdings.
The results of the voting on all resolutions will be announced via the Regulatory News Service and published on our website http://investor.gamesworkshop.com as soon as practicable following the conclusion of the AGM.
The Games Workshop Group 2025 Sharesave Plan (formerly known as the Games Workshop Group 2015 Sharesave Plan) was approved by shareholders in 2015 and expires for the purposes of granting options in September 2025. It is proposed that the Plan is amended to permit the grant of options under it in the future.
The Plan will be administered and operated by the board or a duly authorised committee, and references in this summary to the board should be read accordingly. The principal terms of the Plan are summarised below.
Participating employees will be given the opportunity to save up to £500 per month (or such other amount permitted under the relevant legislation from time to time) in accordance with a savings contract for three or five years (a 'Sharesave Contract').
The proceeds of the Sharesave Contract can be used to exercise an option to acquire shares at an exercise price set at the date of invitation, which shall not be less than 80% (or such other percentage as may be permitted by the relevant legislation) of the market value of a share at the date of invitation. The Plan is proposed to satisfy the requirements of Schedule 3 to the Income Tax (Earnings and Pensions) Act 2003 such that options granted under it will offer
beneficial tax treatment to the participant and the member of the group employing the participant.
All employees (including an executive director) of the Company, or any of its subsidiaries which participates in the Plan, who have been in employment for a minimum period determined by the board (not exceeding five years), and any other directors or employees nominated by the board may apply for an option on any occasion on which invitations are issued.
Invitations to apply for options may be issued by the board at any time.
Options may be granted over newly issued shares, treasury shares or shares purchased in the market. Options are not transferable (other than on death). No payment will be required for the grant of an option. Options will not form part of pensionable earnings.
The Plan is subject to the following overall limit. In any 10 year period, the number of shares which may be issued under the Plan and under any other employee share plan adopted by the Company may not exceed 10 per cent of the issued ordinary share capital of the Company from time to time. Treasury shares will be treated as newly issued for the purpose of this limit until such time as guidelines published by institutional investor representative bodies determine otherwise.
Ordinarily, an option may be exercised within six months of maturity of the Sharesave Contract.
If an employee or director dies while holding an option, the participant's personal representatives will normally have up to a year from the date of the participant's death to exercise the option.
Options may also be exercised early for a period of up to six months from the date the participant ceases to be an employee or director of the group because of: (i) their injury or disability; (ii) redundancy or retirement; or (iii) the transfer or sale of the entity that employs the participant (or the undertaking in which they work) out of the group.
If a participant ceases to be an employee or director with the group in any other circumstances, any option held by the participant will lapse on the date on which the participant ceases employment.
Options may be exercised early in the event of a change of control or winding-up of the Company. Alternatively, options may be exchanged (with the agreement of the acquiring company) for equivalent options over shares in the acquiring company. Options will be exchanged (or will lapse) in the event of an 'internal reorganisation'.
In the event of a variation of the Company's share capital, the number of shares subject to an option and/or the exercise price, may be adjusted, provided that any adjustment may only be made in accordance with the requirements of the applicable tax legislation.
The Plan consists of: (1) the UK tax-qualifying part, which is proposed to satisfy the requirements of Schedule 3 to the Income Tax (Earnings and Pensions) Act 2003; and (2) an International Sharesave Plan under which options may be granted to employees outside the UK on terms which are similar to the terms of the UK plan, but varied to reflect the grant of options to employees outside the UK, including in relation to the impact of those employees' savings being denominated in different currencies and using an IRS qualifying s423 Employee Stock Purchase Plan for employees in the US.
The board may amend the Plan at any time, provided that prior approval of the Company's shareholders in a general meeting will be required for amendments (which are to the advantage of participants) to: (i) the persons to whom, or for whom, securities, cash or other benefits are provided under the scheme (i.e. the eligible participants); (ii) limitations on the number or amount of the securities, cash or other benefits subject to the scheme; (iii) the maximum entitlement for any one participant; (iv) the basis for determining a participant's entitlement to, and the terms of, securities, cash, or other benefit to be provided and for the adjustment thereof (if any) if there is a capitalisation issue, rights issuer or open offer, sub-division or consolidation of shares or reduction of capital or any other variation of capital.
However, any minor amendment to benefit the administration of the Plan, to take account of legislative changes, or to obtain or maintain favourable tax treatment, exchange control or regulatory treatment may be made by the board without shareholder approval.
No amendment may be made to the material disadvantage of participants in the Plan unless consent is sought from the affected participants and given by a majority of them.
A copy of the rules of the Plan will be available for inspection at the AGM for at least 15 minutes prior to the start of the meeting and up until the close of the meeting and on the National Storage Mechanism (https://data.fca.org.uk/#/nsm/nationalstoragemechanism) from the date of this notice of annual general meeting.
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