October 26, 2023


Statement re shareholder engagement

In accordance with Provision 4 of the FRC's 2018 UK Corporate Governance Code, the Company has released this statement to provide an update to shareholders on the actions taken and the views received from shareholders, following the voting outcome of Resolution 13 at the Company's Annual General Meeting held on 11 May 2023 ("2023 AGM").

On 11 May 2023, the Company announced the results of the poll on the resolutions put before the 2023 AGM. The Company announced that over 20% of shareholders voting on Resolution 13 concerning the waiver of Rule 9, had voted against the resolution.

Resolution 13 was proposed as an ordinary resolution of the independent shareholders of the Company, which excludes shares held by the Concert Party (as defined in the Notice of AGM). The waiver of Rule 9 granted by Resolution 13 permits the Concert Party's interest in the Company's shares to increase as a result of the authority provided for in Resolution 17 to purchase the Company's own shares without requiring the Concert Party to make a mandatory offer for the other shareholders' shares.

Following an extensive analysis of the Company's Shareholder Register, the Company have established that the majority of the voting shares received against the waiver of Rule 9 are held in nominee accounts, many of which rely on shareholder advisory consultants to determine their voting. This means that underlying investors have been recommended to vote against share buybacks in principle as the shareholder advisory consultants are concerned about what they see as the Concert Party's potential creeping control of the Company. The Directors do not believe this is a valid concern for the Company or its shareholders.

The Company has been working to positively engage with the underlying shareholders and is accelerating its Investor Relations efforts in this regard and continue to do so. The Directors expect to continue to engage shareholders, including any dissenting shareholders in the coming months and to help resolve any concerns they may have. The outcome of this initiative will be published in the Company's Annual Report in spring 2024. In the meantime, the Board believe that the authorities provided by Resolution 17 and Resolution 13 are in the best interest of all shareholders.