THEWORKS.CO.UK PLC

AGM Information • Oct 4, 2023

National Storage Mechanism | Additional information

RNS Number : 6766O

TheWorks.co.uk PLC

04 October 2023

TheWorks.co.uk plc (the "Company")

Results of the Annual General Meeting

The Annual General Meeting (the "Meeting") of the Company was held on Wednesday 4 October 2023 at 9.00 am (London time). At the Meeting, the ordinary and special resolutions set out in the Notice of the Annual General Meeting dated 3 October 2022 (the "Notice of AGM"), were proposed. All of the proposed resolutions, with the exception of Resolutions 2, 14 and 15, were passed by way of a poll. Resolutions 1 to 13 were proposed as ordinary resolutions, and resolutions 14 to 17 were proposed as special resolutions.

Full details of the poll results are set out below and will also be available on the Company's website https://corporate.theworks.co.uk/

No	RESOLUTION	VOTES FOR	%	VOTES AGAINST	%	TOTAL VOTES	% of ISC VOTED	VOTES WITHHELD
1	To receive the Directors' report and the accounts for the Company for the 52 weeks ended 1 May 2022	36,129,191	99.97	12,188	0.03	36,141,379	57.83	1,854
2	To declare a final dividend of 1.6 pence per share	12,775,363	35.35	23,366,016	64.65	36,141,379	57.83	1,854
3	To approve the Directors' remuneration report	36,042,214	99.77	83,288	0.23	36,125,502	57.80	17,731
4	To approve an amendment to the Directors' remuneration policy	36,055,046	99.81	68,288	0.19	36,123,334	57.80	19,899
5	To approve the amended Long Term Incentive Plan Rules	36,042,370	99.77	82,538	0.23	36,124,908	57.80	18,325
6	To reappoint Carolyn Bradley as a Director	36,107,640	99.96	13,288	0.04	36,120,928	57.79	22,305
7	To reappoint Gavin Peck as a Director	36,058,740	99.83	62,188	0.17	36,120,928	57.79	22,305
8	To appoint Steve Alldridge as a Director	36,058,640	99.83	62,288	0.17	36,120,928	57.79	22,305
9	To reappoint Catherine Glickman as a Director	36,093,390	99.92	27,538	0.08	36,120,928	57.79	22,305
10	To reappoint Harry Morley as a Director	36,108,640	99.97	12,288	0.03	36,120,928	57.79	22,305
11	To reappoint KPMG LLP as auditors of the Company	35,676,023	98.72	464,356	1.28	36,140,379	57.82	2,854
12	To authorise the Audit Committee of the Company to fix the remuneration of the auditors	36,127,617	99.96	13,762	0.04	36,141,379	57.83	1,854
13	To authorise the Directors to allot shares	23,631,111	65.41	12,494,391	34.59	36,125,502	57.80	17,731
14	Authority to disapply pre-emption rights	23,660,843	65.50	12,464,659	34.50	36,125,502	57.80	17,731
15	Additional authority to disapply pre-emption rights	23,660,843	65.50	12,464,659	34.50	36,125,502	57.80	17,731
16	To authorise the Company to purchase its own shares	36,128,497	99.96	12,882	0.04	36,141,379	57.83	1,854
17	Authority to call a general meeting (other than an AGM) on not less than 14 clear days' notice	33,310,741	92.17	2,829,638	7.83	36,140,379	57.82	2,854

Notes:

1.    Any proxy arrangement which gave discretion to the Chairman has been included in the "for" totals.

2.    A "Vote withheld" is not a vote in law and is not counted in the calculation of the percentage of shares voted "For" or "Against" any resolution.

3.    The number of shares in issue at 6:30 p.m. on 2 October 2023 was 62,500,000. The Company does not hold any shares in treasury.

As Resolution 2 (the declaration of a final dividend of 1.6 pence per share) was not passed by shareholders, the Company confirms that the final dividend originally timetabled to be paid (subject to shareholder approval) on 2 November 2023 with a record date of 6 October 2023, will now not be paid.

Where 20% or more of votes have been cast against any Board recommendation for a resolution, the Company is required by provision 4 of the UK Corporate Governance Code to explain what action it will take to consult shareholders to understand the reason behind the results.

With respect to Resolution 2, subsequent to the final dividend being proposed in our preliminary results announcement on 30 August 2023, the Company received a variety of views from shareholders on the proposed dividend. Some significant shareholders expressed a preference for share buybacks over dividends and have since voted against this resolution. The Board will now consult further with shareholders regarding alternative capital distributions, including consideration of share buybacks, which form part of the Company's recently updated capital distribution policy.

The Board notes the level of votes cast against resolutions 13, 14 and 15, relating to the general allotment authority (resolution 13) and the authorities to disapply pre-emption rights (resolutions 14 and 15). The disapplication authorities proposed were entirely in line with the Statement of Principles published by the Pre-Emption Group in November 2022. The Board will also engage with shareholders to understand the reasons for the voting result in relation to resolutions 13, 14 and 15.

The Company will publish an update on its engagement with shareholders in accordance with the UK Corporate Governance Code within six months of the 2023 AGM and in its 2024 Annual Report and Accounts. This will  include any steps taken to understand shareholder views, the impact any feedback may have on future decisions to be taken by the Board and actions or resolutions to be proposed.

Carolyn Bradley, Chair of The Works, said: "Whilst we are pleased to see support from shareholders for the vast majority of resolutions, we acknowledge votes against a small number, including the proposed dividend.

"As a Board we carefully considered our approach to capital distribution for FY23 and proposed a modest dividend, seeking to achieve a reasonable compromise between returns to shareholders and prudence. Shareholder feedback has continued to show widespread support for management and our 'Better, not just bigger' strategy, however following the publication of our preliminary results some larger holders subsequently indicated a preference for share buybacks over dividends, as reflected in today's result.

"We remain committed to open and transparent dialogue with shareholders and will now engage further with those that voted against certain resolutions to better understand their views. Given that the proposed dividend will now not be paid, we will also consider alternative means of capital distribution, including share buybacks."

In accordance with Listing Rule 9.6.2, copies of resolutions passed at the Meeting concerning items other than ordinary business will shortly be available for inspection on the National Storage Mechanism which can be accessed at https://data.fca.org.uk/#/nsm/nationalstoragemechanism

Enquiries: TheWorks.co.uk plc Gavin Peck, CEO Steve Alldridge, CFO	via Sanctuary Counsel
Sanctuary Counsel Ben Ullmann Rachel Miller	+44 7944 868288        | theworks@sanctuarycounsel.com +44 7918 606667        |

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