Bodycote PLC

AGM Information • May 25, 2022

National Storage Mechanism | Additional information

RNS Number : 7924M

Bodycote PLC

25 May 2022

25 May 2022

Bodycote plc - Resolutions passed at the Annual General Meeting

Bodycote plc announces that all resolutions proposed at its Annual General Meeting held at 12 pm on 25 May 2022 were passed on a show of hands.

Details of proxy voting instructions, lodged prior to the Meeting are set out below:

Resolution	For (number of votes)	Discretion (number of votes)	Against (number of votes)	Abstention (number of votes)
Ordinary Resolutions
1. To receive the annual report	169,626,546	14,432	0	144,066
2. To declare a final dividend	169,770,776	13,393	13	862
Re-election of directors
3. To re-elect Mr D. Dayan	169,093,044	13,393	595,692	82,915
4. To re-elect Mr. S.C. Harris	169,630,359	13,393	58,653	82,639
5. To re-elect Ms E. Lindqvist	165,471,472	13,393	4,217,573	82,606
6. To re-elect Mr. I.B. Duncan	167,183,274	13,393	2,505,738	82,639
7. To re-elect Mr. D. Yates	168,900,276	13,393	788,736	82,639
8. To re-elect Mr. P. Larmon	167,589,817	13,393	2,099,195	82,639
9. To re-elect Ms. L. Chahbazi	167,602,761	13,393	2,085,411	83,479
10. To re-elect Mr. K. Boyd	167,615,144	13,393	2,073,868	82,639
11. To appoint the auditors	167,586,378	18,414	2,175,937	4,315
12. To authorise the directors to fix auditor's       remuneration	169,752,642	13,393	12,186	6,823
13. To approve the report on remuneration	155,054,298	13,393	3,053,968	11,663,385
14. To approve the remuneration policy	120,988,831	13,393	36,980,280	11,802,612
15. To renew authority to allot shares	156,767,694	17,855	1,265,840	11,733,655
Special resolutions
16. To renew authority for disapplication of pre-        emption rights in respect of 5% of issued share        capital	169,391,029	17,855	367,726	8,434
17. To renew authority for disapplication of pre-       emption rights for an additional 5% of issued share       capital	165,043,538	17,855	4,715,217	8,434
18. To renew authority to buy own shares	167,047,182	17,855	2,609,688	110,319
19. To authorise general meetings 14 days' notice	167,261,568	20,578	2,500,913	1,985

The number of ordinary shares in issue on 25 May 2022 was 191,456,172.  A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes validly cast.

All resolutions presented to shareholders at today's Annual General Meeting were passed with a majority of votes. However, the Board recognises that some shareholders opposed resolution 14 (the approval of the remuneration policy).  While the Board is pleased that resolution 14 has received shareholder approval, it also acknowledges the views of the shareholders who opposed the resolution. The principal concern being that our remuneration policy now explicitly states that salary increases / pension contributions for Executive Directors are determined taking into account salary increases / pension contributions for the wider workforce in the country the executive director lives and / or works as well as the wider workforce across Western Europe including the UK. We contacted our major shareholders before the Annual General Meeting to confirm that this is not a change in how we remunerate our Executive Directors and rather clarifies existing practice, and to offer to discuss their views on this matter.  We will continue to engage with our shareholders to ensure views are fully understood and report back within six months.

A copy of the Resolutions passed as Special Business at the Annual General Meeting is being submitted to the UK Listing Authority and will shortly be available for inspection at the FCA Electronic Submission System, which is situated at https://data.fca.org.uk/#/nsm/nationalstoragemechanism

U. Ball, Group Company Secretary, Bodycote plc

Tel:  +44 (0)1625 505300

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