TIDMHAS

RNS Number : 5904T

Hays PLC

15 November 2023

HAYS PLC

ANNUAL GENERAL MEETING 2023

RESULTS OF THE POLL

Hays plc (the "Company") announces the results of the voting by poll on the resolutions put to its Annual General Meeting ("AGM") held at 12:00pm today, Wednesday 15 November 2023. The full text of the resolutions proposed at the AGM is included in the Notice of AGM published on 2 October 2023, which is available on the Company's website at: www.haysplc.com/investors/shareholder-services/agm.

Resolutions 1 to 18 were passed as ordinary resolutions and resolutions 19 to 21 were passed as special resolutions.

The table below shows the votes cast on each resolution.

 
                 Resolution                     Votes For       %         Votes        %      Votes Total     % of       Votes 
                                                                         Against                              ISC       Withheld 
                                                                                                             Votes 
 1. To receive the 
  Directors' and 
  Auditors' Reports 
  and the financial 
  statements for 
  the year ended 
  30 June 2023                                1,401,748,607   100.00     59,483      0.00    1,401,808,090   88.41%    1,002,059 
                                             --------------  -------  ------------  ------  --------------  -------  ------------ 
 2. To approve the Directors' Remuneration 
    Report                                    1,386,619,784   98.86    15,993,637    1.14    1,402,613,421   88.46%     196,728 
                                             --------------  -------  ------------  ------  --------------  -------  ------------ 
 3. To approve the 
  Directors' Remuneration 
  Policy                                      1,307,126,011   93.20    95,392,505    6.80    1,402,518,516   88.45%     291,633 
                                             --------------  -------  ------------  ------  --------------  -------  ------------ 
 4. To declare a 
  final dividend                              1,400,599,234   99.85     2,040,886    0.15    1,402,640,120   88.46%     168,757 
                                             --------------  -------  ------------  ------  --------------  -------  ------------ 
 5. To declare a 
  special dividend                            1,400,619,085   99.85     2,052,617    0.15    1,402,671,702   88.46%     137,175 
                                             --------------  -------  ------------  ------  --------------  -------  ------------ 
 6. To elect Dirk 
  Hahn as a director 
  of the Company                              1,402,507,798   99.99      70,225      0.01    1,402,578,023   88.46%     230,854 
                                             --------------  -------  ------------  ------  --------------  -------  ------------ 
 7. To elect Zarin 
  Patel as a director 
  of the Company                              1,402,242,192   99.98      249,170     0.02    1,402,491,362   88.45%     317,515 
                                             --------------  -------  ------------  ------  --------------  -------  ------------ 
 8. To re-elect 
  James Hilton as 
  a director of the 
  Company                                     1,402,059,167   99.96      534,378     0.04    1,402,593,545   88.46%     215,332 
                                             --------------  -------  ------------  ------  --------------  -------  ------------ 
 9. To re-elect 
  Joe Hurd as a director 
  of the Company                              1,350,640,908   96.31    51,782,137    3.69    1,402,423,045   88.45%     385,832 
                                             --------------  -------  ------------  ------  --------------  -------  ------------ 
 10. To re-elect 
  Andrew Martin as 
  a director of the 
  Company                                     1,386,754,033   98.96    14,538,464    1.04    1,401,292,497   88.37%    1,516,380 
                                             --------------  -------  ------------  ------  --------------  -------  ------------ 
 11. To re-elect 
  Cheryl Millington 
  as a director of 
  the Company                                 1,350,339,305   96.28    52,106,783    3.72    1,402,446,088   88.45%     362,789 
                                             --------------  -------  ------------  ------  --------------  -------  ------------ 
 12. To re-elect 
  Susan Murray as 
  a director of the 
  Company                                     1,349,533,063   96.41    50,304,155    3.59    1,399,837,218   88.28%    2,971,659 
                                             --------------  -------  ------------  ------  --------------  -------  ------------ 
 13. To re-elect 
  MT Rainey as a 
  director of the 
  Company                                     1,398,549,850   99.72     3,900,458    0.28    1,402,450,308   88.45%     358,569 
                                             --------------  -------  ------------  ------  --------------  -------  ------------ 
 14. To re-elect 
  Peter Williams 
  as a director of 
  the Company                                 1,402,341,420   99.99      106,517     0.01    1,402,447,937   88.45%     360,940 
                                             --------------  -------  ------------  ------  --------------  -------  ------------ 
 15. To re-appoint 
  PricewaterhouseCoopers 
  LLP as Auditor 
  of the Company                              1,120,730,710   99.69     3,505,418    0.31    1,124,236,128   70.90%   278,572,749 
                                             --------------  -------  ------------  ------  --------------  -------  ------------ 
 16. To authorise 
  the Audit Committee 
  to determine the 
  Auditor's remuneration                      1,124,158,894   99.98      206,904     0.02    1,124,365,798   70.91%   278,443,079 
                                             --------------  -------  ------------  ------  --------------  -------  ------------ 
 17. To authorise 
  the Company to 
  make political 
  donations                                   1,359,971,198   96.97    42,559,366    3.03    1,402,530,564   88.45%     277,313 
                                             --------------  -------  ------------  ------  --------------  -------  ------------ 
 18. To authorise 
  the directors to 
  allot Ordinary 
  shares in the Company                       1,059,471,354   75.71    339,863,875   24.29   1,399,335,229   88.25%    3,473,648 
                                             --------------  -------  ------------  ------  --------------  -------  ------------ 
 19. To authorise 
  the directors to 
  disapply pre-emption 
  rights*                                     1,068,677,751   76.20    333,768,013   23.80   1,402,445,764   88.45%     363,113 
                                             --------------  -------  ------------  ------  --------------  -------  ------------ 
 20. To authorise 
  the Company to 
  purchase its own 
  shares*                                     1,399,052,393   99.76     3,434,559    0.24    1,402,486,952   88.45%     321,925 
                                             --------------  -------  ------------  ------  --------------  -------  ------------ 
 21. To authorise 
  the calling of 
  a general meeting 
  with 14 clear days' 
  notice*                                     1,332,016,969   94.96    70,632,119    5.04    1,402,649,088   88.46%     159,789 
                                             --------------  -------  ------------  ------  --------------  -------  ------------ 
 

Special resolutions are indicated by an asterisk.

The Board notes that over 20% of votes cast were against the Board's recommendations in respect of resolutions 18 and 19. As explained in the notice of meeting, the Directors have no present intention to exercise the share capital authorities reflected in these resolutions, which provide appropriate flexibility in line with investor body guidelines. The Board will continue to engage with shareholders in respect of resolutions 18 and 19 to ensure their views are understood. In accordance with provision 4 of the UK Corporate Governance Code, the Board will provide an update on this engagement within 6 months of the AGM, as well as a final summary in the Company's 2024 Annual Report.

The issued share capital (ISC) at the close of business on 13 November 2023 was 1,600,433,092 (1,585,630,748

excluding shares held in Treasury). The 'For' vote includes those giving the Chairman discretion. Votes withheld are not votes in law and therefore have not been counted in the calculation of the percentage of votes for or against a resolution.

The full text of each of the resolutions is set out in the Notice of AGM, which is available at www.haysplc.com/investors/shareholder-services/agm In accordance with UK Listing Rule 9.6.2R, copies of the resolutions, other than those concerning ordinary business, passed at the AGM will be submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism

Hannah Shepherd

Deputy Company Secretary

15 November 2023

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