Update on 2019 annual general meeting resolution votes

In accordance with the requirement of Provision 4 of the UK Corporate Governance Code (2018), Shaftesbury PLC ("the Company") is providing this update following significant votes (defined as above 20%) against the following resolutions at its annual general meeting ("AGM") held on 8 February 2019:

·    the remuneration policy

·    the annual remuneration report

·    the re-election of Jonathan Nicholls (Chairman)

·    the re-election of Brian Bickell (Chief Executive)

·    the re-election of Chris Ward (Finance Director)

·    the allotment of shares

·    two separate resolutions relating to the disapplication of pre-emption rights (special resolutions)

·    the authority to call a general meeting on not less than 14 days' notice (special resolution). 

Of the above, those proposed as ordinary resolutions were passed but the special resolutions were not passed. 

The Company published a statement at the conclusion of the 2019 AGM regarding votes cast.             (https://tinyurl.com/yynlwsu2). Mr Samuel Tak Lee, the ultimate beneficial owner of 26.15% of the issued share capital of the Company at the time of the AGM, voted against each of the resolutions listed above. He did not vote on any other resolutions, all of which were passed with in excess of 99% of those voting, voting in favour.  

Mr Lee's letter to shareholders setting out his reasons for voting against the resolution regarding the allotment of shares, and the two special resolutions relating to the disapplication of pre-emption rights, together with the Company's response, were contained in a circular to shareholders dated 29 January 2019 (https://tinyurl.com/y5wawvut). Mr Lee made no formal statement regarding the other resolutions he voted against.  

Since the 2019 AGM, the Board has continued its attempts to engage with Mr Lee, which have been unsuccessful, and have not resulted in any direct engagement with him or his representatives. 

On 11 June 2019, Mr Lee instigated legal proceedings against the Company relating to the equity placing carried out in December 2017, under authorities granted at the 2017 AGM. Aside from matters now subject to this litigation, the Board will continue to its efforts to engage with Mr Lee on all other aspects of the Company's business.

A further update on these matters will be provided in the 2019 Annual Report, subject to any restrictions resulting from the litigation proceedings.

Penny Thomas

Company Secretary

31 July 2019

020 7333 8118