Result of AGM
LEI: 213800WTQKOQI8ELD692
7 May 2020
OneSavings Bank plc
(the ‘Company’)
Results of Annual General Meeting (AGM)
Results of AGM
Results of the proxy voting for the 2020 AGM held on Thursday, 7 May 2020.
All resolutions were passed by the requisite majority on a poll; resolutions 1 to 3 and 6 to 11 as ordinary resolutions, resolutions 4 and 12 to 16 as special resolutions. Resolution 5 was withdrawn due to the unprecedented circumstances relating to COVID-19.
The following proxy votes were cast in respect of the AGM resolutions:
| Ordinary Resolutions | Total votes For | % | Total votes Against | % | Total votes cast | % of issued share capital | Votes withheld | |
| 1 | To receive the Accounts and the Reports | 384,135,615 | 99.99% | 41,772 | 0.01% | 384,177,387 | 86.10% | 1,236,514 |
| 2 | To approve the Remuneration Report | 346,107,741 | 89.80% | 39,302,760 | 10.20% | 385,410,501 | 86.38% | 3,400 |
| 3 | To approve the Remuneration Policy | 362,457,659 | 94.37% | 21,608,346 | 5.63% | 384,066,005 | 86.07% | 927,854 |
| 4 | To authorise the higher variable remuneration cap | 381,448,385 | 99.99% | 35,035 | 0.01% | 381,483,420 | 85.50% | 3,151,289 |
| 5 | To declare a dividend (WITHDRAWN) | n/a | n/a | n/a | n/a | n/a | n/a | n/a |
| 6(a) | To elect Noël Harwerth | 384,888,777 | 99.86% | 524,847 | 0.14% | 385,413,624 | 86.38% | 278 |
| 6(b) | To elect Rajan Kapoor | 384,881,845 | 99.86% | 522,809 | 0.14% | 385,404,654 | 86.37% | 9,248 |
| 6(c) | To re-elect David Weymouth | 383,905,330 | 99.84% | 619,909 | 0.16% | 384,525,239 | 86.18% | 888,663 |
| 6(d) | To re-elect John Graham Allatt | 384,760,360 | 99.83% | 653,264 | 0.17% | 385,413,624 | 86.38% | 278 |
| 6(e) | To re-elect Sarah Hedger | 384,890,609 | 99.86% | 523,015 | 0.14% | 385,413,624 | 86.38% | 278 |
| 6(f) | To re-elect Mary McNamara | 373,777,991 | 96.98% | 11,635,632 | 3.02% | 385,413,623 | 86.38% | 278 |
| 6(g) | To re-elect Andrew Golding | 384,889,138 | 99.86% | 524,486 | 0.14% | 385,413,624 | 86.38% | 278 |
| 6(h) | To re-elect April Talintyre | 384,454,176 | 99.75% | 959,448 | 0.25% | 385,413,624 | 86.38% | 278 |
| 7 | To re-appoint Deloitte LLP as Auditor | 385,386,642 | 99.99% | 26,400 | 0.01% | 385,413,042 | 86.38% | 860 |
| 8 | To give authority to the Group Audit Committee to agree the Auditor’s remuneration | 385,408,687 | 100.00% | 3,355 | 0.00% | 385,412,042 | 86.38% | 1,860 |
| 9 | To give authority to make political donations | 372,983,610 | 96.78% | 12,428,792 | 3.22% | 385,412,402 | 86.38% | 1,500 |
| 10 | To give authority to allot shares (general authority) | 381,519,810 | 98.99% | 3,891,237 | 1.01% | 385,411,047 | 86.38% | 2,855 |
| 11 | To give authority to allot shares (in relation to Regulatory Capital Convertible Instruments) | 383,406,983 | 99.48% | 2,004,064 | 0.52% | 385,411,047 | 86.38% | 2,855 |
| Special Resolutions | ||||||||
| 12 | To give authority to disapply pre-emption rights (general authority) | 380,244,752 | 98.66% | 5,166,195 | 1.34% | 385,410,947 | 86.38% | 2,955 |
| 13 | To give authority to disapply pre-emption rights (acquisitions and specified capital investments) | 382,219,507 | 99.17% | 3,191,440 | 0.83% | 385,410,947 | 86.38% | 2,955 |
| 14 | To give authority to disapply pre-emption rights (in relation to Regulatory Capital Convertible Instruments) | 381,265,556 | 98.92% | 4,145,390 | 1.08% | 385,410,946 | 86.38% | 2,955 |
| 15 | To give authority to purchase own shares | 384,400,216 | 99.76% | 934,008 | 0.24% | 385,334,224 | 86.36% | 79,677 |
| 16 | To authorise the convening of a general meeting other than an AGM on not less than 14 clear days’ notice | 379,597,153 | 98.49% | 5,816,749 | 1.51% | 385,413,902 | 86.38% | 0 |
NOTES:
1. ‘Total Votes For’ include votes recorded as at the discretion of the appointed proxy.
2. The ‘vote withheld’ option was provided to enable shareholders to refrain from voting on any particular resolution. A vote withheld is not a vote in law and has not been counted in the calculation of the proportion of the vote ‘For’ and ‘Against’ a resolution.
3. At the date of the AGM the issued share capital of the Company was 446,201,467 ordinary shares.
4. The full text of the resolutions is detailed in the Notice of Meeting to be found on the Company website
Copies of the special business resolutions passed at the AGM have been submitted to the UK Listing Authority, and will shortly be available for inspection at the UK Listing Authority’s National Storage Mechanism which is located at
Board Changes
Tim Brooke, Margaret Hassall and Ian Ward left the Board at the conclusion of the AGM.
Enquiries:
OneSavings Bank plc
Nickesha Graham-Burrell
Head of Company Secretariat
t: 01634 835 796
Brunswick Group
Robin Wrench/Simone Selzer
t: 020 7404 5959
Notes to Editors
About OneSavings Bank plc
OneSavings Bank plc (OSB) began trading as a bank on 1 February 2011 and was admitted to the main market of the London Stock Exchange in June 2014 (OSB.L). OSB joined the FTSE 250 index in June 2015. On 4 October 2019, OSB acquired Charter Court Financial Services Group plc (CCFS) and its subsidiary businesses. OSB is a specialist lending and retail savings Group authorised by the Prudential Regulation Authority, part of the Bank of England, and regulated by the Financial Conduct Authority and Prudential Regulation Authority.
OneSavings Bank
OSB primarily targets market sub-sectors that offer high growth potential and attractive risk-adjusted returns in which it can take a leading position and where it has established expertise, platforms and capabilities. These include private rented sector Buy-to-Let, commercial and semi-commercial mortgages, residential development finance, bespoke and specialist residential lending, secured funding lines and asset finance.
OSB originates mortgages organically via specialist brokers and independent financial advisers through its specialist brands including Kent Reliance for Intermediaries, InterBay Commercial and Prestige Finance. It is differentiated through its use of highly skilled, bespoke underwriting and efficient operating model.
OSB is predominantly funded by retail savings originated through the long-established Kent Reliance name, which includes online and postal channels as well as a network of branches in the South East of England. Diversification of funding is currently provided by securitisation programmes, the Term Funding Scheme and the Bank of England Indexed Long-Term Repo operation.
Charter Court Financial Services Group
CCFS focuses on providing Buy-to-Let and specialist residential mortgages, mortgage servicing, administration and credit consultancy and retail savings products. It operates through its three brands – Precise Mortgages, Exact Mortgage Experts and Charter Savings Bank.
It is differentiated through risk management expertise and best-of-breed automated technology and systems, ensuring efficient processing, strong credit and collateral risk control and speed of product development and innovation. These factors have enabled strong balance sheet growth whilst maintaining high credit quality mortgage assets.
CCFS is predominantly funded by retail savings originated through its Charter Savings Bank brand. Diversification of funding is currently provided by securitisation programmes, the Term Funding Scheme and the Bank of England Indexed Long-Term Repo operation.
