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OSB Group PLC

AGM Information May 27, 2021

5046_dva_2021-05-27_d9fcb0f3-73c4-452b-8a21-78dbf42ac589.pdf

AGM Information

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OSB GROUP PLC

(the 'Company')

Results of Annual General Meeting (AGM)

Results of AGM

Results of the proxy voting for the 2021 AGM held on Thursday, 27 May 2021.

All resolutions were passed by the requisite majority on a poll; resolutions 1 to 11 as ordinary resolutions and resolutions 12 to 16 as special resolutions.

The following proxy votes were cast in respect of the AGM resolutions:

% of
issued
Ordinary Resolutions Total votes For % Total votes
Against
% Total votes
cast
share
capital
Votes
withheld
1 To receive the Accounts and
the Reports 381,541,292 99.99% 37,578 0.01% 381,578,870 85.10 345,831
2 To approve the Remuneration
Report 379,171,085 99.28% 2,750,405 0.72% 381,921,490 85.17 3,211
3 To approve the Remuneration
Policy 380,816,449 99.98% 65,570 0.02% 380,882,019 84.94 1,025,114
4 To authorise the higher
variable
remuneration cap 380,926,353 100.00% 15,797 0.00% 380,942,150 84.95 825,180
5 To declare a dividend 381,924,701 100.00% 0 0.00% 381,924,701 85.17 0
6(a) To re-elect John Graham Allatt 381,688,873 99.94% 235,463 0.06% 381,924,336 85.17 365
6(
b
)
To re
-elect Elizabeth Noël
Harwerth 381,702,933 99.94% 221,490 0.06% 381,924,423 85.17 278
6(
c
)
To re
-elect Sarah Hedger
381,921,396 100.00% 2,940 0.00% 381,924,336 85.17 365
6(
d
)
To elect Rajan Kapoor 381,921,396 100.00% 3,027 0.00% 381,924,423 85.17 278
6(
e
)
To re
-elect Mary McNamara
381,921,936 100.00% 2,400 0.00% 381,924,336 85.17 365
6(
f
)
To re
-elect David Weymouth
381,488,321 99.89% 436,015 0.11% 381,924,336 85.17 365
6(g) To re
-elect Andrew Golding
381,920,028 100.00% 4,308 0.00% 381,924,336 85.17 365
6(h) To re
-elect April Talintyre
381,468,888 99.88% 455,448 0.12% 381,924,336 85.17 365
7 To re
-appoint Deloitte LLP as
Auditor 381,828,414 99.97% 95,528 0.03% 381,923,942 85.17 759
8 To give authority to the Group
Audit Committee to agree the
Auditor's remuneration 381,831,079 99.98% 92,464 0.02% 381,923,543 85.17 1,158
9 To give authority to make
political donations 369,091,583 96.64% 12,832,340 3.36% 381,923,923 85.17 778
10 To give authority to allot
shares (general authority) 376,936,453 98.69% 4,984,485 1.31% 381,920,938 85.17 3,763
11 To give authority to allot
shares (in relation to
Regulatory Capital Convertible
Instruments) 381,915,297 100.00% 5,641 0.00% 381,920,938 85.17 3,763
Special Resolutions
12 To give authority to disapply
pre
-emption rights (general
authority) 378,869,756 99.20% 3,051,912 0.80% 381,921,668 85.17 3,033
13 To give authority to disapply
pre
-emption rights
(acquisitions and specified
capital investments) 370,426,319 96.99% 11,495,349 3.01% 381,921,668 85.17 3,033
14 To give authority to disapply
pre
-emption rights (in relation
to Regulatory Capital
Convertible Instruments) 377,966,363 98.96% 3,955,305 1.04% 381,921,668 85.17 3,033
15 To give authority to purchase
own
shares
380,635,417 99.75% 949,387 0.25% 381,584,804 85.10 339,897
16 To authorise the convening of
a general meeting other than
an AGM on not less than 14
clear days' notice 376,568,306 98.60% 5,356,395 1.40% 381,924,701 85.17 0

NOTES:

  1. 'Total Votes For' include votes recorded as at the discretion of the appointed proxy.

  2. The 'vote withheld' option was provided to enable shareholders to refrain from voting on any particular resolution. A vote withheld is not a vote in law and has not been counted in the calculation of the proportion of the vote 'For' and 'Against' a resolution.

  3. At the date of the AGM the issued share capital of the Company was 448,407,395 ordinary shares.

  4. The full text of the resolutions is detailed in the Notice of Meeting to be found on the Company website https://www.osb.co.uk/investors/shareholder-services/agm-information/

Copies of the special business resolutions passed at the AGM have been submitted to the UK Listing Authority, and will shortly be available for inspection at the UK Listing Authority's National Storage Mechanism which is located at https://data.fca.org.uk/#/nsm/nationalstoragemechanism

Enquiries:

OSB GROUP PLC

Nickesha Graham-Burrell

Group Head of Company Secretariat

t: 01634 835 796

Investor relations

Email: [email protected] t: 01634 838 973

Brunswick Group

Robin Wrench/Simone Selzer

t: 020 7404 5959

Notes to Editors

About OSB GROUP PLC

OSB began trading as a bank on 1 February 2011 and was admitted to the main market of the London Stock Exchange in June 2014 (OSB.L). OSB joined the FTSE 250 index in June 2015. On 4 October 2019, OSB acquired Charter Court Financial Services Group plc (CCFS) and its subsidiary businesses. On 30 November 2020, OSB GROUP PLC became the listed entity and holding company for the OSB Group. The Group provides specialist lending and retail savings and is authorised by the Prudential Regulation Authority, part of the Bank of England, and regulated by the Financial Conduct Authority and Prudential Regulation Authority. The Group reports under two segments, OneSavings Bank and Charter Court Financial Services.

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