PZ Cussons PLC

Declaration of Voting Results & Voting Rights Announcements • Sep 26, 2018

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RNS Number : 0590C

PZ CUSSONS PLC

26 September 2018

26 September 2018

PZ Cussons Plc ("the Company)

AGM Statement

At the Annual General Meeting of the Company held today at Manchester Business Park, 3500 Aviator Way, Manchester, M22 5TG all resolutions were passed on a poll. The polling result for each resolution is set out below:

	VOTES FOR	%	VOTES AGAINST	%	VOTES TOTAL	% of ISC VOTED	VOTES WITHHELD
01	333,254,891	99.96	141,721	0.04	333,396,612	77.76%	491,279
02	329,591,160	98.74	4,214,455	1.26	333,805,615	77.86%	82,275
03	333,880,904	100.00	6,987	0.00	333,887,891	77.88%	0
04	333,546,733	99.90	334,725	0.10	333,881,458	77.88%	5,263
05	331,955,011	99.42	1,926,447	0.58	333,881,458	77.88%	5,263
06	333,408,226	99.86	473,232	0.14	333,881,458	77.88%	5,263
07	333,865,006	100.00	14,036	0.00	333,879,042	77.88%	7,679
08	329,489,719	98.73	4,226,914	1.27	333,716,633	77.84%	170,087
09	333,862,581	100.00	14,036	0.00	333,876,617	77.88%	10,104
10	333,539,920	99.90	341,138	0.10	333,881,058	77.88%	5,663
11	333,512,221	99.89	364,893	0.11	333,877,114	77.88%	9,607
12	333,800,059	99.99	46,041	0.01	333,846,100	77.87%	41,790
13	333,861,154	100.00	11,219	0.00	333,872,373	77.88%	11,868
14	319,926,205	95.83	13,933,450	4.17	333,859,655	77.87%	28,236
15*	319,916,607	95.82	13,943,100	4.18	333,859,707	77.87%	28,184
16*	329,845,212	98.80	4,004,021	1.20	333,849,233	77.87%	38,657
17*	329,046,612	98.55	4,837,329	1.45	333,883,941	77.88%	3,950
18*	333,638,283	100.00	12,850	0.00	333,651,133	77.82%	236,758

*Special Resolution

VOTES OF INDEPENDENT SHAREHOLDERS ON THE RESOLUTIONS CONCERNING THE

RE-ELECTION AND ELECTION OF THE INDEPENDENT NON-EXECUTIVE DIRECTORS

Resolution	VOTES FOR	%	VOTES AGAINST	%	VOTES TOTAL	% of ISC VOTED	VOTES WITHHELD
06	155,510,751	99.70	473,232	0.30	155,983,983	76.48%	5,263
07	155,967,531	99.99	14,036	0.01	155,981,567	76.48%	7,679
08	153,694,758	98.62	2,148,794	1.38	155,843,552	76.41%	145,694
09	155,965,106	99.99	14,036	0.01	155,979,142	76.48%	10,104
10	155,642,445	99.78	341,138	0.22	155,983,583	76.48%	5,663
11	155,614,746	99.77	364,893	0.23	155,979,639	76.48%	9,607

Notes:

(a) The votes "for" include those votes giving the Chairman discretion.

(b) A "vote withheld" is not counted towards the votes cast "for" or "against" a resolution.

(c) The total number of shares in issue on 26 September 2018 was 428,724,960.

Dividend Rectification

The Company also confirms its entry into certain arrangements which constitute smaller related party transactions within the scope of paragraph 11.1.10 of the Listing Rules.

In the notes to the Company's trading update issued on 14 June 2018 the Board referred to the identification of irregularities concerning the payment of certain historic interim dividends to Shareholders.  Full details of those irregularities, their consequences and the actions proposed to rectify them were set out in the circular to shareholders dated 24 August 2018 giving notice of the Annual General Meeting.

Following the approval by shareholders at the Annual General Meeting of a resolution to approve the proposed rectification steps, the Company today entered into a Deed of Release effectively to waive any and all claims which the Company may have against current or former Shareholders who received the relevant historic dividends, and claims which the Company may have against relevant directors and former directors, in each case in respect of those elements of the relevant interim dividends which were, by reason of such irregularities, technically unlawful.

Entry into the Deed of Release constitutes smaller related party transactions of the Company within the meaning of paragraph 11.1.10 of the Listing Rules, in respect of which:

1      the related parties who are shareholders of the Company are the Trustees of the Zochonis Charitable Trust and the Trustees of the Sir J B Zochonis Will Trust;

2.     the related parties who are directors or former directors of the Company are C L Silver, G A Kanellis, B H Leigh, J K Maiden, H Owers, J R Nicolson, J Arnold, C Davis, N Edozien, R Harvey, S Heale, D Lewis, J Pantelireis and J Steel.

3.     the value of the consideration attributable to each of those transactions is not more than £15,743,321.

- ENDS -

For further information contact:

PZ Cussons plc                                                   Tel: 0161 435 1236

Brandon Leigh - Chief Financial Officer

Instinctif                                                               Tel: 020 7457 2020

Tim Linacre / Guy Scarborough

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