Rathbones Group PLC — Declaration of Voting Results & Voting Rights Announcements 2026

May 7, 2026

National Storage Mechanism | Additional information

RNS Number : 4994D

Rathbones Group PLC

07 May 2026

RATHBONES GROUP PLC (the "Company")

LEI: 213800MBTHM6UE8ZQP29

RESULTS OF THE 2026 ANNUAL GENERAL MEETING

At the fifty-fifth Annual General Meeting('AGM') of the Company held on Thursday 7 May 2026 at 9:00am at 30 Gresham Street, London, EC2V 7QN (and with facilities to attend and participate electronically), all resolutions as set out in the Notice of AGM dated 2 April 2026 ('Notice') were duly passed on a poll by the requisite majority, save for Resolutions 15 and 16.

The full text of the resolutions can be found in the Notice, a copy of which is on the Company's website at www.rathbones.com/investor-relations/corporate-governance/general-meetings. In accordance with UKLR 6.4.2R, a copy of the resolutions passed as special business will be submitted to the Financial Conduct Authority via the National Storage Mechanism and will be available at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

Resolutions 1 to 14 were proposed as ordinary resolutions and Resolutions 15 to 18 were proposed as special resolutions. The poll results showing the number of votes received for and against each resolution are shown below.

	Resolution	For (Note 1)	% of Votes cast	Against	% of Votes cast	Votes cast	Votes cast as a % of the voting share capital (Note 2)	Withheld (Note 3)
1	To adopt the reports of the Directors and the auditors and the audited financial statements for the year ended 31 December 2025	80,170,444	99.99	5,202	0.01	80,175,646	87.82%	403,245
2	To approve the Directors' remuneration report for the year ended 31 December 2025	78,967,854	98.02	1,598,867	1.98	80,566,721	88.25%	12,170
3	To declare a final dividend of 68p per share for the year ended 31 December 2025	80,569,302	100.00	2,499	0.00	80,571,801	88.26%	8,769
4	To re-elect Clive Bannister as a Director	74,893,350	92.96	5,670,259	7.04	80,563,609	88.25%	15,282
5	To elect Jonathan Sorrell as a Director	80,143,957	99.47	424,752	0.53	80,568,709	88.25%	10,182
6	To re-elect Iain Hooley as a Director	79,958,065	99.24	609,164	0.76	80,567,229	88.25%	11,662
7	To re-elect Iain Cummings as a Director	79,708,542	98.94	853,087	1.06	80,561,629	88.25%	17,262
8	To re-elect Terri Duhon as a Director	78,682,322	97.67	1,878,743	2.33	80,561,065	88.24%	17,826
9	To re-elect Sarah Gentleman as a Director	78,165,869	97.03	2,395,196	2.97	80,561,065	88.24%	17,826
10	To re-elect Dharmash Mistry as a Director	78,470,353	97.41	2,088,559	2.59	80,558,912	88.24%	19,979
11	To re-elect Henrietta Baldock as a Director	79,177,489	98.28	1,383,576	1.72	80,561,065	88.24%	17,826
12	To re-appoint Deloitte LLP as auditors of the company	80,559,297	99.99	8,445	0.01	80,567,742	88.25%	11,149
13	To authorise the Audit Committee of the Board of Directors to agree the remuneration of the auditors	80,545,389	99.97	22,610	0.03	80,567,999	88.25%	10,892
14	To approve a general authority to allot ordinary shares	51,097,325	63.42	29,471,327	36.58	80,568,652	88.25%	10,239
15	To authorise the disapplication of pre-emption rights	52,132,256	64.71	28,436,111	35.29	80,568,367	88.25%	10,483
16	To further authorise the disapplication of pre-emption rights regarding shares issued in connection with an acquisition or capital investment	51,210,357	63.56	29,358,008	36.44	80,568,365	88.25%	10,526
17	To authorise market purchases of ordinary shares	80,543,557	99.99	10,529	0.01	80,554,086	88.24%	24,805
18	To authorise the convening of a general meeting, other than an AGM, on not less than 14 days' notice	79,178,517	98.27	1,390,962	1.73	80,569,479	88.25%	9,412

Notes:

1.   Votes 'For' include those votes giving the Chairman of the AGM discretion

2.   The voting share capital in issue as at 5 May 2026 was 91,292,579

3.   Votes 'Withheld' are not votes in law and have not been counted in the calculation of the proportion of votes 'For' or 'Against' a resolution.

Resolution 15 (Disapplication of pre-emption rights) and Resolution 16 (Disapplication of pre-emption rights in connection with an acquisition or capital investment) were proposed as special resolutions and required the support of shareholders representing not less than 75% of the total voting rights of eligible shareholders who voted to be passed. The Board is disappointed that neither Resolution 15 nor Resolution 16 received sufficient shareholder support to be passed. While the Board is pleased to have received sufficient shareholder support for Resolution 14 (General authority to allot ordinary shares), which was duly passed as an ordinary resolution, it notes 36.58%, a significant number of votes cast against that resolution.

The Board intends to engage with shareholders over the coming weeks to understand fully the concerns in relation to these resolutions. In line with the recommendations of Provision 4 of the Financial Reporting Council's UK Corporate Governance Code, the Company will provide an update on its engagement within six months of the date of the AGM.

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